Aegis Logistics Ltd. — Annual Report 2022

Jul 25, 2022

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July 25, 2022

To, The Secretary, Capital Market Operations Market Operations Department, The National Stock Exchange of India Ltd. The BSE Ltd. Exchange Plaza, 5[th] Fl., Plot No.C/1, Phiroze Jeejeebhoy Towers, G Block, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai – 400 023. Mumbai – 400 051. Scrip Code: 500003 Scrip Code: AEGISCHEM

Dear Sir/Madam,

Sub. : Submission of 65[th] Annual Report along with the Notice for financial year ended 31[st ] March, 2022

The 65[TH] Annual General Meeting (“AGM”) of the Company will be held on Thursday, August 18, 2022 at 5.00 p.m. IST through Video Conferencing / Other Audio Visual Means.

Pursuant to Regulation 30 and 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we are enclosing herewith Annual Report of the Company for financial year ended 31[st ] March, 2022 along with Notice of the 65[th] Annual General Meeting of the Company which is being sent to the Members, who have registered their e-mail addresses with the Registrar and Share Transfer Agent of the Company or Depository Participant(s).

The Annual Report of the Company for the Financial Year ended March 31, 2022 along with Notice convening the 65th AGM of the Company are available on the website of the Company at http://aegisindia.com/investor-information/.

Kindly take the same on record.

Yours faithfully, For AEGIS LOGISTICS LIMITED

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MONICA GANDHI COMPANY SECRETARY

Encl: As above

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65[th] Annual Report

Aegis Logistics Limited 2021–2022

To be the leading provider of logistics and supply chain services to India’s oil, gas and chemical industry.

Our mission is to enable our clients to source, receive, store and deliver oil, gas and chemical products in a safe and environmentally responsible manner. We will do this by building an unrivalled national network of port-based tank terminals, pipelines and multimodal transportation facilities. We will deliver flexible, responsive and high quality services to our clients with integrity and professionalism.

Corporate Information

Board of Directors

Chairman & Managing Director

Raj K. Chandaria

Directors

Amal R. Chandaria Anilkumar M. Chandaria Raj Kishore Singh Kanwaljit S. Nagpal Rahul D. Asthana Lars Erik Johansson Jaideep D. Khimasia Tasneem Ali

Key Management Team

Chief Executive Officer

Sudhir O. Malhotra

President (Business Development) Rajiv Chohan

President (Projects)

Kamlakar S. Sawant

President (Strategic Planning)

Keshav Shenoy

Chief Financial Officer

Company Secretary

Murad M. Moledina

Monica T. Gandhi

Auditors

M/s. CNK & Associates LLP Chartered Accountants, Mumbai

Bankers

Bank of Baroda HDFC Bank Ltd. Kotak Mahindra Bank Ltd.

Registered Office

502, Skylon, G.I.D.C., Char Rasta, Vapi-396 195, Dist. Valsad, Gujarat

Corporate & Administrative Office

1202, 12th Floor, Tower B, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai - 400 013 Tel. : 022-6666 3666, Fax : 022-6666 3777 www.aegisindia.com

Terminal Locations

Plot No. 72, Mahul Village, Trombay, Mumbai - 400 074

Ambapada, Village Mahul, Taluka Kurla, Dist. Mumbai

Haldia Dock Complex, Mouza Chiranjibpur, Dist. Purba Medinipur, West Bengal

Port of Pipavav, Post Ucchaiya, Via Rajula, Dist. Amreli, Gujarat – 365560

Kandla Port Trust, Near Jawaharlal Road, Gandhidham, Kutch, Gujarat

Padukodi, Thannirbhavi, Mangalore. Willingdon Island, Kochi - 682 029

Registrar & Share Transfer Agents

Link Intime India Private Limited C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai - 400 078 Tel. : 022-4918 6270, Fax : 022-4918 6060 Email : rnt.helpdesk@linkintime.co.in

Introduction

Introduction
Financial Overview	02
Management Discussion & Analysis Report	03
Five Year Financial Report	09
Directors’ Report	10
Report on Corporate Governance	45
**Financial Section (Standalone) **
Auditor’s Report	67
Balance Sheet	78
Statement of Proft & Loss	79
Cash Flow Statement	80
Statement of changes in equity	82
Notes to the Financial Statements	83
**Financial Section (Consolidated) **
Auditor’s Report	139
Balance Sheet	146
Statement of Proft & Loss	147
Cash Flow Statement	148
Statement of changes in equity	150
Notes to the Financial Statements	151

2 Annual Report 2021–22

Financial Overview

Profit After Tax (Normalized for ESPP) (Rs. in Cr.)

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450
400
350
300
250
200
150
100
50
0
2017-18 2018-19 2019-20 2020-21 2021-22
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Dividends Per Share (Rs.)

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2.75
2.50
2.25
2.00
1.75
1.50
1.25
1.00
0.75
0.50
0.25
0.00
2017-18 2018-19 2019-20 2020-21 2021-22
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EBITDA (Normalized for ESPP) (Rs. in Cr.)

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600
550
500
450
400
350
300
250
200
150
100
50
0
2017-18 2018-19 2019-20 2020-21 2021-22
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Debt to Equity

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0.5
0.4
0.3
0.2
0.1
0.0
2017-18 2018-19 2019-20 2020-21 2021-22
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Profit Before Tax (Normalized for ESPP) (Rs. in Cr.)

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500
450
400
350
300
250
200
150
100
50
0
2017-18 2018-19 2019-20 2020-21 2021-22
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Earnings Per Share (Normalized for ESPP) (Rs.)

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11
10
9
8
7
6
5
4
3
2
1
0
2017-18 2018-19 2019-20 2020-21 2021-22
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Management Discussion & Analysis Report 3

Management Discussion & Analysis Report

Overview

The oil and gas sector is among the eight core industries in India and plays a major role in influencing decision making for all the other important sections of the economy. Indian economic growth rebounded in FY 2021-22 to over 8% and is forecast to be at 7% in FY 2022-23. Demand for oil, gas and chemicals is therefore expected to grow robustly in line with economic growth, and along with it, the need for quality infrastructure to handle the demand growth.

In line with the rebound in economic growth, the Operational Profit (before Finance cost, Depreciation, Tax and ESPP) of the Group increased to Rs. 548.40 crore as compared to 503.56 crore the previous year.

Industry Structure and Development

The oil and gas industry comprises of three major components: upstream, midstream and downstream. The upstream segment comprises of Exploration and Production (E&P) activities, the midstream segment is involved in storage and transportation of crude oil and gas, and the downstream segment is engaged in refining, production of petroleum products

and processing, storage, marketing, and transportation of the commodities such as crude oil, petroleum products, and gas. The Group is engaged in both the midstream and downstream segments.

Aegis is an important participant in the Indian LPG market, which is comprised of four main segments: domestic cooking gas, industrial, commercial and transportation. While LPG is not a renewable energy source, it is a much cleaner fuel than biomass, coal or kerosene. It's portability and convenience make it an ideal fuel to help India in its transition to a more sustainable energy future.

The demand for LPG continued to show robust growth boosted by the PMUY (Pradhan Mantri Ujjwal Yojana) scheme, and the Group benefited from the capital investments in new LPG capacity and infrastructure made in the previous financial years. Demand is likely to continue growing, given the strong push for cleaner fuels by the Government and the commitment to 100% LPG penetration. Separately, the Government of India’s push towards a gas based economy is projected to present new investments and opportunities in this area. These developments present an opportunity for India’s downstream and midstream oil and gas sectors. Given the growing demand for oil & gas and chemicals in India and its wide applications in household and industrial activities, it is apparent that there continues to be room for major investments in this sector.

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Weigh bridge at Kandla Terminal

4 Annual Report 2021–22

The Oil & Gas sector requires specialised infrastructure at key ports such as specialised berths, fire-fighting equipment, pipelines, transit storage and handling facilities and above all, safe and environmentally responsible handling practices. The terminalling, retail, and distribution industry in India has many participants, but only a select few possess the necessary technical and safety credentials, as well as the infrastructure to benefit from the long term prospects for an increase in Indian imports and exports of oil products, chemicals and other liquefied gases. Furthermore, as new, more environmentally sustainable gases, such as Ammonia, emerge as new sources of energy, they will also require this type of infrastructure. Fortunately, the Aegis Group is positioned well for this.

As energy consumption increases in India, growth in demand is likely to require sophisticated and safe logistics services. Deregulation of the oil sector will lead to new entrants in petroleum retailing and bulk marketing — requiring the need for integrated logistics services. The Group also services the terminalling requirements of bulk liquid chemical importers and exporters through its seven bulk liquids terminals at six Ports.

Segment-wise-Analysis

Segment Result (EBITDA)

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33%
67%
LPG Liquids
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Liquid Logistics Division

Liquid terminalling revenues were at Rs. 270.01 crore as compared to Rs. 234.28 crore the previous year, an increase of about 15.25%, and normalised EBITDA of the division was higher at Rs. 195.59 crore compared to Rs.172.86 crore in previous year. The capacity additions at Mangalore, Kandla and Haldia as well as product mix handled boosted EBITDA performance by 13.15%. Future growth in this division will come from the additional capacity utilisation and

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Newly acquired Friends terminal at Kandla

Management Discussion & Analysis Report 5

better mix of products handled at Haldia, Kandla, Mangalore and Kochi as well as future capacity additions at those ports. The Mumbai terminals continue to function at full capacity.

Gas Division

Aegis Group captures the complete logistics value chain starting from sourcing, terminalling to distribution of LPG. In FY 2021-22, the division recorded revenues of Rs. 4360.97 crore as compared to Rs. 3609.18 crore the previous year on account of higher volumes and higher prices. The normalised EBITDA for the Gas division increased to Rs. 389.32 crore as compared to Rs. 359.44 crore in the previous year, mainly due to higher retail volumes and higher terminalling volumes. Retail distribution of autogas and packed cylinders continued to be a focus area for FY 2021-22 and onwards.

New Developments

The most significant new development in FY 2021-22 was the completion and commissioning of the Kandla LPG Terminal and new rail gantry for LPG at Pipavav port which has started work on making the LPG jetty compliant for handling VLGCs and which is expected to complete in Q1 of FY23. Preliminary work for connecting Pipavav into the KGPL pipeline has also started.

Further, an additional LPG jetty Pipeline at Haldia was commissioned thus improving turnaround times for ships by increasing the unloading rate at Haldia. HPCL has received permission from PNGRB to lay a pipeline from Aegis Haldia Terminal to its Panagarh bottling plant and is now in the process of executing the same. An additional LPG jetty Pipeline at Mumbai Port is completed and commissioned. All these new developments are expected to result in an improvement of the volumes of LPG handled at Kandla, Haldia, Mumbai and Pipavav in FY 2022-23.

The expansion of the liquids terminal at Mangalore was also completed at the end of Q4 and was commissioned in April 2021 and the Company is underway expanding its bulk liquid terminals in Kochi, thereby indicating good volumes at Mangalore and Kochi in FY 23. Furthermore, acquisition of assets pertaining to liquid tank terminals with capacity of ~500,000 KL at Kandla port from Friends Group and acquisition of CRL Terminals at Kandla will augment Aegis’s presence in liquid terminal business at Kandla port which handles the highest Liquids and POL traffic in India.

The significant changes in the financial ratios of the Company which are more than 25% as compared to the previous year on a consolidated basis are summarised as follows:

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Pump house at Kandla terminal

6 Annual Report 2021–22

Ratio Net Proft Margin (%)	Consolidated Change (%) Reason for change FY 2021-22 FY 2020-21 8.31 6.48 28% Increase in Net proft margin and Return on net worth ratio is mainly due to increase in proft due to reduction in non cash expenses recognised as per Employee Stock Purchase Plan during the previous year. 16.40 11.54 42% 0.03 0.05 40% Reduction in debt to equity ratios is due to repayments made during the year asper terms of borrowing.
Return on Net Worth (%)
Debt to Equity Ratio

Opportunities & Threats

The Indian economy is a net importer of almost all forms of energy. This fact, coupled with the country’s growing energy demand, has intensified the need for actively seeking private participation in the energy chain to bring in the required investment and technologies. There is therefore a huge potential for the expansion of pipelines, transportation, and infrastructure.

LPG demand continues to rise due to the rural penetration of LPG on a pan-India basis and the full impact of the PMUY scheme. Additional infrastructure for handling of LPG needs to be built and Aegis intends to participate in this process. The main threat and opportunity to the LPG industry arise from changes in government

policy with regards to subsidised pricing of LPG and its substitutes like CNG. The main threat to the port based liquid terminalling business arises from changes to government policies and inadequate port infrastructure as well as geopolitical instability which leads to uncertainty on pricing and impacts customers for the liquid logistics business.

Future Business Outlook

Terminalling and handling of liquids and gases is the main expertise of the Aegis Group and provides an important and stable source of Group profits by way of terminalling fees. This pattern is expected to continue in the future as the Group continues to focus on executing its strategy of

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New LPG terminal at Kandla

Management Discussion & Analysis Report 7

building a national network of port based tank terminals connected by road, rail and pipelines. Furthermore, the retail division in LPG continues to expand its geographic footprint and packed product offerings. This activity is also expected to be an important driver of growth in future years.

However, the length and severity of the downturn caused by the economic downturn resulting from the lockdowns will no doubt temper expectations of volume growth in all sectors of the economy, including those which Aegis caters to.

Internal Controls Systems and Adequacy

The Company has a proper and adequate system of internal controls to ensure that all the assets are safeguarded, protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly. The Company conducts audits of various departments based on an annual audit plan through an independent internal auditor and reports significant observations along with ‘Action Taken Reports’ to the Audit Committee from time to time. The views of the statutory auditors are also considered to ascertain the adequacy of the internal control system.

The Company regularly updates its risk management policy to protect the property, earnings, and personnel of the Company against losses and legal liabilities that might be incurred due to various risks.

Occupational Health, Safety, and Environment

The emphasis on OHSE continues at all of the operations of the Group throughout India. The Company is committed to the best standards in

safety and continuously monitors matters related to this. In addition to monthly reviews by the management, the Company has formed a high level committee comprising of three directors and other Company executives, wherein matters concerning the subject are discussed. Safety drills are regularly carried out at all the Group’s main facilities.

Although Aegis has a low carbon footprint, efforts are underway to reduce the impact on the environment and improve environmental sustainability. Aegis continues to monitor emissions through the installation of a continuous monitoring system at two locations and continues to invest in pollution control systems. Aegis has engaged leading engineering Institutes to design equipment and model the impact on the environment.

Human Resources Development

Aegis Group employs about 1180 people. As the Company is growing fast, the emphasis is now on competence development of young managers and recruitment of middle management in specific areas to take care of the future growth envisaged in the business.

Risks and Concerns

Inordinate delays in renewing licenses and permits take a significant amount of time and resources which could be deployed more productively. Project timelines could be extended due to the lengthy and complex process for securing environmental permits.

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New expansion at Mangalore Terminal

8 Annual Report 2021–22

Corporate Social Responsibility

Aegis Group contributes directly towards the eligible Corporate Social Responsibility (“CSR”) projects and is also a proud sponsor of ANaRDe Foundation, a government accredited NGO. Acting through this Foundation, Aegis has continued to work actively in the area of rural development and poverty alleviation primarily in Gujarat and Maharashtra.

The Foundation has been engaged in a focused initiative for the benefit of rural communities in India, including rural housing and sanitation, water resource management, and financial inclusion. The Group contributes to ANarDe Foundation in order to fulfil its corporate social responsibility.

Forward Looking Statements

This report contains forward looking statements based on certain assumptions and expectations of future events.

The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Company’s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

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Tanker loading in Progress

9

Five Year Financial Report

				(INR in crore)	(INR in crore)
Operating Results	2017-18	2018-19	2019-20	2020-21	2021-22
Operating Revenue	4,790.95	5,615.82	7,183.25	3,843.46	4,630.98
Earnings before Interest, Depreciation,	276.45	371.98	519.57	503.56	548.40
Tax, ESPP
Finance Cost [including Interest (Net),	17.32	19.67	4.52	(1.96)	(2.95)
Hedging Cost & Foreign Exchange Loss
(Gain)]
Depreciation and Amortisation Expense	34.31	50.54	68.71	71.60	79.36
Proft Before Tax (Normalised for ESPP)	224.81	302.33	446.34	433.93	471.99
Tax	11.01	50.22	73.59	86.38	87.05
Proft After Tax (Normalised for ESPP)	213.80	252.11	372.75	347.55	384.94
Expenses as per Employee Stock	-	-	238.78	98.32	-
purchase plan (ESPP)
Proft After Tax	213.80	252.11	133.97	249.22	384.94
Financial Position
Equity Share Capital	33.40	33.40	33.97	35.10	35.10
Other Equity	1,173.87	1,357.87	1,620.64	1,901.37	2,144.70
Non Controlling Interest	69.70	74.81	90.60	109.02	82.59
Total Equity	1,276.97	1,466.08	1,745.22	2,045.50	2,262.39
Non-current Borrowings	61.96	56.57	48.50	112.32	64.28
Deferred Tax Liability (net)	5.50	(11.92)	(16.42)	40.72	(2.47)
Total Capital Employed	1,344.43	1,510.73	1,777.30	2,198.53	2,324.20
Property, Plant & Equipment, CWIP,	1,407.96	1,449.41	1,918.82	2,198.30	2,628.34
Goodwill and other Intangible Assets
Investments	0.02	10.43	7.31	0.01	0.01
Net Working Capital	(63.55)	50.89	(148.83)	0.22	(304.15)
Total Net Assets	1,344.43	1,510.73	1,777.30	2,198.53	2,324.20
Ratios
EBITDA on Captial Employed	20.56%	24.62%	29.23%	22.90%	23.60%
Debt : Equity	0.05	0.04	0.03	0.05	0.03
(Non Current Borrowings/Total Equity)

10 Annual Report 2021–22

Directors’ Report

To the Members of the Company

The Directors have pleasure in presenting the 65th Annual Report along with Audited Financial Statements of the Company for the financial year ended March 31, 2022.

Financial Performance		(INR in lakh)
	Group Consolidated Company Standalone
	2021-22 2020-21 2021-22	2020-21
Revenue from Operations	463,098.01 384,345.64 122,798.42	70,490.33
Other Income	3,874.21 3,686.99 26,252.78	8,245.30
Proft before Finance cost (as mentioned	54,839.62 50,356.44 56,873.20	32,092.54
below), Depreciation, Tax and ESPP *
Expenses as per Employee Stock	- 9,832.37 -	9,832.37
purchase plan (ESPP)
Finance Cost [including Interest (Net),	(295.07) (196.24) (132.03)	117.55
Hedging Cost & Foreign Exchange Loss
(Gain)]
Depreciation and amortisation expense	7,935.63 7,159.97 4526.95	3,952.92
Proft before tax	47,199.06 33,560.34 52,478.28	18,189.70
Provision for taxation – Current Tax	13,063.83 6,050.53 6,432.78	744.53
– For earlier years	(35.92) (15.01) (36.49)	(13.48)
– Deferred Tax	(4,323.03) 2,602.45 891.96	1,862.01
Proft for the year	38,494.18 24,922.37 45,190.03	15,596.64
Attributable to:
Owners of the Company	35,752.29 22,338.22 NA	NA
Non Controlling Interest	2,741.89 2,584.15 NA	NA
Balance in the statement of Proft & Loss	105,786.77 87,693.78 61,325.46	49,872.82
at the beginning of the year
Proft for the Year (attributable to owners)	35,752.29 22,338.22 45,190.03	15,596.64
Disposal to non-controlling interest by the	2610.18 0.12 NA	NA
owners of the Company
Payment of Dividend on equity shares –	(7,020) - (7,020)	-
Interim
Payment of Dividend on equity shares –	(7,020) (4,144.00) (7020)	(4,144.00)
Final
Transferred from General Reserve	(0.22) (1.35) -	-
Share issue expenses of subsidiary	(2.46)
Company
Transfer to Capital Redemption Reserve	- (100.00) -	-
Retained Earnings at the end of the year	130,106.56 105,786.77 92,475.49	61,325.46

* Normalised EBIDTA

Directors’ Report 11

Operating Performance

Company Standalone

Revenue from operations increased by 74.21% at INR 122,798.42 lakh (previous year INR 70,490.33 lakh). The Gross Profit [before net interest, depreciation, tax, hedging cost & foreign exchange loss (gain), ESPP], PBIDT increased by 77.22% to INR 56,873.20 lakh (previous year INR 32,092.54 lakh). Profit before Tax is INR 52,478.28 lakh (previous year INR 18,189.70 lakh) and Profit after Tax is INR 45,190.03 lakh (previous year INR 15,596.64 lakh).

Group Consolidated

The Operating performance of the Group has shown improvement. The Revenue for the year increased by 20.49 % to INR 463,098.01 lakh (previous year INR 3,84,345.64 lakh) on account of higher sourcing volumes. The Profit before Tax for the year was INR 47,199.06 lakh as against INR 33,560.34 lakh in the previous year.

The Profit after Tax for the year stood at INR 38,494.18 lakh as against INR 24,922.37 lakh for the previous year.

Liquid Segment

Revenues of the group for Liquid Division is INR 27,001.18 lakh (previous year INR 23,427.90 lakh). Normalised EBITDA was INR 19,558.90 lakh compared to INR 17,285.59 lakh in previous year. The revenues and margins showed significant improvement.

Gas Segment

The revenue for Gas Division during the year was INR 436,096.83 lakh as compared to INR 360,917.74 lakh the previous year on account of higher volumes. The normalised EBITDA increased to INR 38,931.95 lakh as compared to INR 35,944.08 lakh in previous year, mainly due to higher retail volumes.

During the financial year, there was no amount proposed to be transferred from profit to the Reserves.

Outlook for the Group

The oil, gas and chemical logistics business continues to show good potential as India’s import of oil products and chemicals increase in line with the growth of the Indian economy. The oil and gas industry has rebounded strongly throughout 2021, with oil prices reaching their highest levels in six years. While the industry’s recovery is better than expected, uncertainty remains over market dynamics in the coming year.

As the Government of India continues to encourage the use of LPG in lieu of other dirtier fuels such as kerosene, biomass and coal, the demand for LPG continues to increase and with it, the demand for import terminalling capacity. In this context, the medium and long term outlook for the group remains positive.

Dividend

The Company continues to evaluate and manage its dividend policy to build long term shareholder value. The Directors recommended and declared interim dividend during the financial year ended March 31, 2022 aggregating to total dividend of 200% i.e. INR 2/- per share of Re. 1/- each.

Further, the Board of Directors of the Company at its meeting held on May 27, 2022 has recommended the Final Dividend of 50% i.e. INR 0.50 per share of Re. 1/- each, which is subject to the approval of members at the ensuing Annual General Meeting.

The Board of Directors of the Company has approved the Dividend Distribution Policy in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Company’s website at http://aegisindia.com/investor-information/#policies-and-codes

New Projects and Expansion

The Company had approved setting up of an additional storage capacity of 50,000 KL over and above existing 25,000 KL of bulk liquid terminals at Mangalore, which has now been commissioned and generating revenue during the year.

12 Annual Report 2021–22

Through its subsidiary Company Konkan Storage Systems (KOCHI) Private Limited, the Company had approved an addition of 20,000 KL of bulk liquid tankage beyond the existing 51,000 KL at Kochi Port, , which is expected to be completed during the year.

The Kandla LPG terminal with a static capacity of 48,000 MT and throughput capacity of 40,00,000 MT (at full utilisation) has been completed and commissioned during the year.

The Company through its subsidiary Aegis Gas (LPG) Private Limited is expecting completion of expansion of its existing 18,300 MT capacity of LPG Terminals by additional 3,800 MT capacity during the next year.

The expansion of 54,500 KL of bulk liquid terminals at Haldia over and above the existing capacity of 1,20,000 KL has also been commissioned and has started generating revenues during the year.

Through its subsidiary Aegis Gas (LPG) Private Limited the Company has commissioned its LPG railway gantry which is fully operational.

The Company through its subsidiary Aegis Gas (LPG) Private Limited also has significant growth plans in Retail LPG distribution business such as Commercial LPG Market under the brand name Aegis Puregas & Magna brand and Domestic LPG Market under Aegis Chota Cikandar brand on a national scale.

The Board has during the year approved to add 175,000 kilo litres of liquid storage capacity and 100,000 MT of gas storage capacity at a capital expenditure of about INR 1,250 Crores.

Material events during the year under review:

Acquisition of Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

During the year, your Company had invested INR 5,00,000 in cash in the shares of Aegis Vopak Terminals Limited (AVTL), by way of acquisition of 100% stake from its wholly owned subsidiary Aegis Gas (LPG) Private Limited. Pursuant to the same, AVTL had become wholly owned subsidiary of the Company.

Further, your Company has invested INR 56,00,000/- in cash to increase stake in AVTL by way of acquiring 4,60,000 equity shares of INR 10/- each and 1,00,000 Compulsory Convertible preference shares of INR 10/- each.

Allotment of equity shares by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company to Vopak India B.V

During the year, your Company had entered into Shareholders Agreement (“SHA”) and simultaneously with the execution of the Shareholders Agreement, Share Subscription Agreement (“SSA”) with Vopak India B.V (“Vopak”) and Company’s wholly owned subsidiary, Aegis Vopak Terminals Limited (“AVTL”) (including amendment agreements to SHA and SSA), wherein AVTL had agreed to issue to Vopak, and Vopak, has agreed to subscribe to, the subscription shares, such that upon completion of the subscription to shares pursuant to the SSA, the Company shall hold the legal and beneficial ownership to 51% of the share capital of AVTL and Vopak shall hold the legal and beneficial ownership to 49% of the share capital of AVTL.

Pursuant to the aforesaid agreements, AVTL had allotted 4,90,000 equity shares of INR 10/- to Vopak on May 25, 2022 for an consideration aggregating to INR 1098,34,50,229 representing 49% of the share capital of AVTL.

Accordingly, the Company owns 51% of the share capital of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. May 25, 2022.

Acquisition of 100% equity stake of CRL Terminals Private Limited by Aegis Vopak Terminals Limited, the wholly owned subsidiary of the Company

During the year, your Company has entered into Share Purchase Agreement with Vopak India B.V. (“Vopak India”), Vopak Asia Pte. Limited (‘Vopak Asia”), Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”), Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limited] wherein Vopak India, Vopak Asia and Vopak Logistics (collectively, “Sellers”) have agreed to transfer to AVTL, the 100% equity shares of CRL Terminals.

Directors’ Report 13

Pursuant to the aforesaid agreements, AVTL in its Board meeting held on May 21, 2022 had approved acquisition of 1,935,806 equity shares representing 100% equity stake of CRL Terminals for an aggregate consideration of INR 1,99,92,07,016. Pursuant to the same, CRL Terminals will become step down subsidiary of the Company and wholly owned subsidiary of AVTL.

Transfer of shares of Hindustan Aegis (LPG) Limited by Aegis Gas (LPG) Private Limited to Vopak India B.V

During the year, your Company had entered into Share Purchase Agreement (“SPA”) with Aegis Gas (LPG) Private Limited (“AGPL”), and Vopak India B.V (“Vopak”) in relation to the transfer of shares of Hindustan Aegis (LPG) Limited (“HALPG”) by AGPL to Vopak representing 24% of the shareholding of HALPG, wherein the Company shall hold 51% of the share capital of HALPG through its wholly owned subsidiary i.e., AGPL.

Pursuant to aforesaid agreements, AGPL, has transferred 24% of the shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of SPA.

Accordingly, the Company owns 51% of the share capital of HALPG through its wholly owned subsidiary AGPL w.e.f. May 25, 2022.

Business Transfer Agreements with Aegis Vopak Terminals Limited, wholly owned subsidiary:

During the year, your Company has entered into Business Transfer Agreements to transfer its following business undertakings to Aegis Vopak Terminals Limited, its wholly owned subsidiary by way of slump sale as a going concern basis:

1. Transfer of liquid storage units of the Company located at Haldia Dock Complex, MouzaChiranjibpur, Dist. Midnapore (Purba Medinipur) (“Haldia Undertaking”);

2. Transfer of liquid and LPG storage units of the Company, located within the limits of the Kandla Port Trust in Gandhidham, Kutch, Gujarat (“Kandla Undertaking”);

3. Transfer of liquid storage unit of the Company located within the limits of the liquid storage unit of the Company located at Dakshina Kannada, Mangalore (“Mangalore Undertaking”);

4. Transfer of liquid storage unit of the Company located within the limits of the Port of Pipavav, Post Ucchaiya, Via Rajula, Amreli, Gujarat (“Pipavav Undertaking”).

Business Transfer Agreement between Aegis Gas (LPG) Private Limited and Aegis Vopak Terminals Limited

During the year, your Company’s wholly owned subsidiary Aegis Gas (LPG) Private Limited has entered into Business Transfer Agreement to transfer Pipavav LPG storage units located within the limits of the Port of Pipavav, Post Ucchaiya, Via Rajula, Amreli, Gujarat – 365560 by way of slump sale basis to Aegis Vopak Terminals Limited.

Acquisition of asset from Viking Lighterage and Cargo Handlers Private Limited, Friends Bulk Handlers Limited and Friends Salt Works and Allied Industries (“Collectively Known as Friends Group”) through Aegis Vopak Terminals Limited, wholly owned subsidiary.

During the year, your Company, through Aegis Vopak Terminals Limited (AVTL), had has signed definitive agreements to acquire assets pertaining to liquid tank terminals with capacity of 500,000 KL at Kandla port from Friends Group for total outlay of Rs 265 crore. This transaction will strengthen Company’s presence in six major ports across the country which handles 75% of the total liquids traffic in India. Further, it will augment Company’s presence in liquid terminal business at Kandla port which handles the highest Liquids and POL traffic in India.

Sale of 100% equity stake of Konkan Storage Systems (Kochi) Private Limited, Wholly Owned Subsidiary of the Company

During the year, your Company had sold entire equity holding representing 100% equity stake of Konkan Storage Systems (Kochi) Private Limited (‘KCPL’), its wholly owned subsidiary to Aegis Vopak Terminals Limited (‘AVTL’) at fair value of INR 18.5/- per equity share aggregating to INR 18,50,000. As on March 31, 2022, KCPL had become a step down subsidiary of the Company and wholly owned subsidiary of AVTL.

14 Annual Report 2021–22

Credit Rating

India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit rating of IND A1+ (A One Plus) and revised the outlook on the long-term rating, which now is IND AA/Positive (Double ‘A’/ Outlook: Positive).

CARE Ratings Limited (CARE) has reaffirmed a short-term credit rating of CARE A1+ (A One Plus) and a long-term rating of CARE AA; Stable (Double ‘A’; Outlook: 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 Annual Report are prepared in accordance with the Indian Accounting Standard (IND-AS 110) “CONSOLIDATED FINANCIAL STATEMENTS”. The Consolidated Financial Statements include Financial Statements of its Subsidiary Companies.

For information of members, a separate statement containing salient features of the financial details of the Company’s subsidiaries for the year ended March 31, 2022 in Form AOC-1 is included along with the financial statement in this Annual Report. The Annual Accounts of these subsidiaries will be made available to the holding and subsidiary companies’ Members seeking such information at any point of time.

The annual accounts of the subsidiary companies will also be kept for inspection by any Member at Head/Corporate Office of the Company and that of the subsidiary companies concerned and the same shall be displayed on the website of the Company www.aegisindia.com.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website on www.aegisindia.com.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company has formulated a policy for determining its ‘material subsidiaries’. The said policy is uploaded on the website of the Company http://aegisindia.com/investor-information/#policies-and-codes

During the year under review, Hindustan Aegis LPG Limited and Sea lord Containers Limited, were material subsidiaries of the Company, as per Listing Regulations.

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

Subsidiary Companies

The Company has nine subsidiaries as on March 31, 2022 having business akin and germane to the business of holding Company, whose details are given in the Annual Report and there has been no change in the nature of business of its subsidiaries, except as stated below during the year. The operating & financial Performance of the subsidiary Companies are as provided below:

Sea Lord Containers Limited

During the year under review, the Company’s Bulk Liquid terminal continued operations at full capacity.

The Company recorded a Turnover of INR 4,579.70 lakh (Previous year INR 4,885.75 lakh) and Net Profit after Tax was recorded at INR 3,102.83 lakh (Previous year INR 3,091.31 lakh).

Aegis Gas (LPG) Private Limited

During the year under review, the revenue for the year has increased to INR 29,239.99 lakh as against INR 13,556.15 lakh of the previous year on account of increased volumes. Profit after tax stood at INR 29,483.66 lakh as compared to Loss after tax of INR 784.45 lakh in previous year.

Hindustan Aegis LPG Limited

During the year under review, the operating revenue was INR 14,717.90 lakh (Previous Year INR 19,622.03 lakh). Profit for the year ended March 31, 2022 was INR 10,172.92 lakh as compared to INR 10,996.81 lakh in previous year.

Directors’ Report 15

During the year, Itochu Petroleum Co. (Singapore) Pte. Limited (“Itochu”) had exercised to acquire an additional stake of 5.3% in Hindustan Aegis LPG Limited (“HALPG”) from Aegis Gas (LPG) Private Limited (“AGPL”), taking Itochu’s total shareholding to 25% in HALPG.

Konkan Storage Systems (Kochi) Private Limited

During the year under review, the revenue was INR 836.31 lakh as against INR 834.02 lakh in the previous year. Profit for the year ended March 31, 2022 was INR 142.69 lakh as compared to INR 166.57 lakh in the previous year.

Aegis Group International Pte. Limited

The revenue for the year increased to INR 303,607.79 lakh as against INR 279,335.00 lakh of the previous year. Profit after tax for the year ended March 31, 2022 was INR 542.76 lakh as compared to INR 1,040.13 lakh in previous year.

Aegis International Marine Services Pte. Limited

The revenue for the year ended March 31, 2022 was Nil. Profit for the year ended March 31, 2022 was INR 3.53 lakh as compared to loss of INR 13.28 lakh in the previous year.

Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited)

The Company incurred normal expenditure of INR 109.69 lakh during the year (Previous year INR 0.40 lakh). The Company has not commenced any commercial operations as yet.

Aegis Terminal (Pipavav) Limited

The Company incurred normal expenditure of INR 0.98 lakh during the year (Previous year INR 0.72 lakh). The Company has not commenced any commercial operations as yet.

Eastern India LPG Company Private Limited

The Company incurred normal expenditure of INR 6.66 lakh during the year (previous year INR 6.09 lakh). 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 nor renewed any existing fixed deposits from its shareholders and general public. The total amount of fixed deposits matured and remaining unclaimed with the Company as on March 31, 2022 was NIL (previous year INR 15,000). There were no overdue deposits other than those unclaimed at the year end. There is no default in payment of interest and repayment of matured deposits by the Company.

Corporate Governance

A report on Corporate Governance, in terms of Regulation 34(3) read with ‘Schedule V’ of SEBI LODR together with a certificate of compliance from the Practicing Company Secretary, forms part of this Annual Report.

Management Discussion and Analysis

In compliance with Regulation 34, read with ‘Schedule V’ of SEBI LODR, a separate section on Management Discussion and Analysis, which also includes further details on the state of affairs of the Company, forms part of this Annual Report.

Listing of Company’s Securities

Equity Shares

The Company’s Equity Shares continue to remain listed with the BSE Limited and National Stock Exchange of India Limited and the stipulated Listing Fees for the financial year 2022-23 have been paid to both the Stock Exchanges.

16 Annual Report 2021–22

Employee Stock Purchase Plan

There are no outstanding stock options and no stock options were either issued or allotted during the year.

Directors & Key Management Personnel

With deep regret, we report the sad demise of our Vice Chairman & Managing Director, Mr. Anish K. Chandaria, on September 11, 2021. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Anish K. Chandaria to the Company during his tenure as a director.

Pursuant to section 152 of the Companies Act, 2013, Mr. AnilKumar Chandaria (DIN – 00055797), Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Mr. Amal R. Chandaria (DIN - 09366079) as an Additional Director (category : Non-Independent) w.e.f October 27, 2021 subject to approval of members at the ensuing Annual General Meeting. Brief resume of Mr. Amal R. Chandaria, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships are provided in the Corporate Governance Report forming part of the Annual Report.

The Board is of the opinion that Mr. Amal R. Chandaria possesses requisite qualification, experience, expertise and holds high standards of integrity.

Your Directors recommend the appointment /re-appointment of the Director at the ensuing Annual General Meeting. Appropriate resolution for the appointment/ re-appointment of the Directors are being placed for approval of the members at the Annual General meeting.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on May 27, 2022 appointed Mr. Sudhir O. Malhotra as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f May 28, 2022.

Disclosure from Independent Directors

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with Regulation 16 of SEBI LODR. Also, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings.

Further, the Independent Directors have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder of Independent Director on the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) SEBI LODR, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the valuation has been carried out has been explained in the Corporate Governance Report.

Directors’ Report 17

Auditors and Auditors’ Report

Statutory Auditors

As per the provisions of sections 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its Annual General Meeting (“AGM”) held on July 30, 2019 (“62nd AGM”) approved the appointment of M/s. CNK and Associates LLP, Chartered Accountants (Firm Regn. No.101961W/W-100036) as statutory auditors for a period of 5 years commencing from the conclusion of 62nd AGM till the conclusion of the 67th AGM.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Explanation or comments on qualification, reservation or adverse remarks or disclaimers made by the auditors in their report

The Auditors’ Report does not contain any qualification, reservations, adverse remarks or disclaimers. Notes to Accounts are self–explanatory and does not call for any further comments.

Secretarial Auditors

Pursuant to the provisions of Section 134(3) and section 204 of Companies Act, 2013 read along with the rules made thereunder, the Board of Directors of the Company appointed Mr. Prasen Naithani of P. Naithani & Associates, Company Secretaries in Practice, to conduct the Secretarial Audit for FY 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 forms part of this Report and is annexed herewith as Annexure - ‘D’. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in its Report.

In terms of Regulation 24A of SEBI LODR read with Section 204 of the Companies Act, 2013, the Secretarial Audit reports of material subsidiaries are also part of this annual report. None of the said Audit Reports contain any qualification, reservation or adverse remark or disclaimer.

Reporting of Frauds by Auditors:

During the year under review, neither the statutory auditors or Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Board’s Report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, and The Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Messrs Natvarlal Vepari & Company, Chartered Accountant were re-appointed by the Board of Directors to conduct internal audit of the Company.

Cost Auditor

During the year, maintenance of cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, was not applicable to the Company.

Downstream Investments made by the Company

Your Company had complied with all applicable provisions under the Companies Act, 2013 and Foreign Exchange Management Act (“FEMA”) 1999 and rules made thereunder in relation to investments made by the Company. The Company has obtained a certificate from Statutory Auditor in relation with Downstream Investment as prescribed under Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as applicable from time to time.

18 Annual Report 2021–22

Occupational Health, Safety & Environment

The Company is holding ISO-9001 (2015), ISO-14001 (2015) and ISO-45001 (2018) certifications and thereby meets all quality, environmental and safety standards specified under these Certifications.

The Company is dedicated to the fundamental tenets of safeguarding people’s health, protecting the environment, reducing risk and supporting sustainable growth. The Company carries out a monthly review of health, safety and environment compliance for all sites and focuses on providing a safe working environment in terminal and jetty. MOC, HAZOP studies prior to changes/ modifications, departmental & central safety committees, suggestion scheme, safety inspections, safety campaigns to enhance built in safety in every activity. Employees are trained in safe operating procedures, technical skills, first aid and the fire fighting. Employees are also trained for handling emergencies through regular mock drills. The Company carried out various competitions like slogans, posters, ‘spotting the hazards’ to create awareness of safety amongst all levels of employees, contract workmen and also transporters. The Company from time to time carries out internal audits to implement & strengthen gaps thus identified. To control VOC Emission Company has installed Internal Floating Roof on Closed roof tanks and installed Vapour absorption chillers on loading points. Bottom loading facility is implemented for all VOC products. This ensures safe working environment for workers and surrounding area. We have undertaken zero spillage policy in all the terminals & under this various hardware modifications are carried out to reduce the VOC emissions.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - ‘A’ to the Directors’ Report.

Particulars of Employees

Disclosure pertaining to the remuneration and other details as required under Section 197 (12) of the Act, and the Rules framed thereunder is enclosed as Annexure - ‘B’ to the Board’s Report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this Annual Report. However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are being sent to the Members and others entitled thereto, excluding such information. The said information is available for inspection at the registered office of the Company during working hours. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Directors’ Responsibility Statement

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2022 are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. CNK and Associates LLP. The Directors further confirm that:

• a. In the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

• b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;

• c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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;

Directors’ Report 19

• e. The Directors, had laid down adequate internal financial controls to be followed by the Company and that such internal financial controls including with reference to Financial Statements are adequate and were operating effectively; and

• 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.

Internal Control Systems and their Adequacy

The Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Natvarlal Vepari and Company, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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

Significant and material orders

There are no significant and material orders existing as on date by the regulators/courts/tribunals impacting the going concern status and the Company’s operations in future.

Composition of Audit Committee

The Company has an Audit Committee comprising of total three members out of which two are NonExecutive Independent Directors, and one is an Executive Director:

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Raj K. Chandaria

3. Mr. Jaideep D. Khimasia

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

Details of Establishment of Vigil Mechanism for Directors and Employees

The Company, pursuant to Section 177 of Companies Act, 2013 read along with the rules made thereunder and Regulation 22 of SEBI LODR, have established vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The scope of the policy is that it covers any alleged wrongful conduct and other matters or activity on account of which the interest of the Company is affected and is formally reported by Whistle Blower(s). The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The Company’s vigil mechanism is providing adequate safeguards against victimisation of persons who use such mechanism and has made provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the said Policy are explained in the Corporate Governance Report and details of establishment of vigil mechanism is posted on the website of the Company at http://aegisindia.com/ investor-information/#policies-and-codes

20 Annual Report 2021–22

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

The details as provided under sub-section (3) of Section 92 of Companies Act, 2013 is available on the website of the Company at www.aegisindia.com.

Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

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

1. Mr. Kanwaljit S. Nagpal (Chairman)

2. Mr. Rahul D. Asthana

3. Mr. Raj Kishore Singh

The N&R Committee identifies persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the laid down criteria, recommend to the Board their appointment and renewal and shall carry out evaluation of every Director’s performance. The Committee formulates criteria for determining qualifications, positive attributes and independence of a Director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Remuneration policy reflects the Company’s objectives for good corporate governance as well as sustained and long-term value creation for stakeholders’. The policy of the Company on directors’ appointment and remuneration, as required under Sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company’s website http://aegisindia.com/investor-information/#policies-andcodes. The Policy will also help the Company to attain optimal Board diversity and create a basis for succession planning. In addition, it is intended to ensure that –

• a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

• b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

• c) remuneration of the Executives are aligned with the Company’s business strategies, values, key priorities and goals.

Disclosure of composition of the Corporate Social Responsibility Committee

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ‘C’ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company’s http://aegisindia.com/investorinformation/#policies-and-codes

The Company’s average CSR obligation of three immediately preceding financial years is below ten crore rupees hence impact assessment is not applicable.

Particulars of Loans, Guarantees or Investments

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

Disclosure of particulars of contracts/arrangements with related parties

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the

Directors’ Report 21

same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy was amended by the Board of Directors on March 24, 2022 to incorporate the new requirements introduced under the SEBI Listing Regulations.

All transactions entered into with the related parties are in compliance with the provisions of the Companies Act, 2013 and on the arm’s length basis.

There are no 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.

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 the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee on a quarterly basis. The policy on Materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website at http://aegisindia.com/ investor-information/#policies-and-codes

Development and implementation of Risk Management Policy

The Company has a Risk Management Committee consisting of majority members of Board of Directors comprising of the following members:

1. Mr. Raj K. Chandaria (Chairman)

2. Mr. Kanwaljit S. Nagpal

3. Mr. Rajiv Chohan

The Committee lays down procedures to inform Board members about the risk assessment and minimisation procedures, monitor and review risk management plan and for carrying out such other functions as may be directed by the Board.

The Company adopted a risk management policy including identification therein of elements 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 the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish framework for the Company’s risk management process and to ensure Company-wide implementation, to ensure systematic and uniform assessment of risks related with Oil, Gas & Chemicals Logistics business, to enable compliance with appropriate regulations, wherever applicable, through the 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 Corporate Governance Report forming part of the Board’s Report.

Material Changes and commitments, if any affecting the financial position

There were no material changes and commitments, which affected the financial position of the Company between the end of the financial year of the Company to which the financial statements relates and the date of the report.

Number of meetings of the Board of Directors

During the year ended March 31, 2022, 8 Board Meetings were held on the following dates :

1. May 27, 2021

2. June 06, 2021

3. July 12, 2021

4. July 29, 2021

5. September 21, 2021

22 Annual Report 2021–22

1. October 27, 2021

2. January 17, 2022

3. February 10, 2022

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

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118 (10) of the Companies Act, 2013.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the year ended March 31, 2022, there were nil complaints recorded pertaining to sexual harassment.

Business Responsibility Report

The Company is amongst top 1000 listed entities based on the market capitalisation, “Business Responsibility Report” describing the initiatives taken by the Company from an environmental, social and governance perspective in compliance with Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed herewith as Annexure - ‘E’.

Insolvency and Bankruptcy Code

There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the financial year 2021-22.

Appreciation

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

The Board of Directors gratefully acknowledge the assistance and co-operation received from the authorities of Port Trust, Bankers, Central and State Government Departments, Shareholders, Suppliers and Customers.

For and on behalf of the Board of Directors

Raj K. Chandaria

Chairman and Managing Director DIN : 00037518

Place: Mumbai Date: May 27, 2022

Directors’ Report 23

Annexure A to the Directors’ Report

(Information under section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the year ended March 31, 2022)

(A) Conservation of Energy

• (i) The steps taken or impact on Conservation of Energy:

• The Company has taken following measures for Conservation of Energy at the factories:

• The Company has replaced conventional bulbs to LED (Light Emitting Diode) light fittings.

• (ii) The steps taken by the Company for utilising alternate sources of energy: Nil

• (iii) the capital investment on energy conservation equipments:

• The Company has incurred cost of INR 25 lakh for Butane Subcooler arrangement for Butane Storage Tank to reduce the energy consumption for Compressor.

• Installation of Floating suction Assembly inside Storage Tank T-119 along with connection to Styrene Cooler arrangement for preservation of Product quality. Cost incurred is INR 6 Lacs.

(B) Technology Absorption

• (i) The efforts made towards technology absorption:

• The Company is taking various measures towards technology upgradation and innovation from time to time like Installation of new Marine loading arms for unloading of LP Gas, Propane and Butane.

• The operational expenditure of the Company was reduced due to implementation of Open Access System of Power Purchase-a Green initiative

• Installation of Cyclone Separator at T-I and T-3A Pig Trolley area to avoid Air pollution during depressurising of Jetty pipelines. Cost Incurred is INR 2.5 Lacs

• Installation of Bottom Loading Arm for styrene service at T-I Filling Bay area. Cost incurred – INR 7.0 Lacs towards reducing VOCs

• (ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

• (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

• (a) the details of technology imported : New marine loading arms installed at Mahul Terminal

• (b) the year of import : 2020

• (c) whether the technology been fully absorbed : Yes

• (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A

• (iv) the expenditure incurred on Research and Development.

• The Company is not engaged in manufacturing activities and as such there is no specific R & D Projects undertaken.

(C) Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

During the financial year, the Company’s foreign exchange earnings were INR 903.57 lakh and outgo was INR 18,133.25 lakh.

For and on behalf of the Board of Directors

Raj K. Chandaria Chairman and Managing Director DIN : 00037518

Place: Mumbai Date: May 27, 2022

24 Annual Report 2021–22

Annexure B to the Directors’ Report

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

• (i) Ratio of the remuneration of each Managing Director to the median remuneration of the employees of the Company for the financial year ended March 31, 2022 was 93.73.

• The Non-Executive Directors received the sitting fees from the Company for attending each Board meeting, Audit Committee meeting, Stakeholders Relationship Committee, Share Transfer Committee meeting and Occupational Health Safety & Environment Committee meeting of Directors. There was no increase in said sitting fees during the Financial year 2021-22.

• (ii) The percentage increase in remuneration of the Chief Financial Officer and the Company Secretary

• in the financial year 2021-22 was 1.29% and 1.35% respectively.

• (iii) The percentage increase in the median remuneration of employees in the financial year 2021-22 was 6.27%.

• (iv) The number of permanent employees on the rolls of Company were about 455.

• (v) Average percentage increase made in the salaries of all the employees other than managerial personnel in the last Financial Year i.e. FY 2021-22 was 7.91% whereas the percentage increase in the managerial remuneration for the same financial year was 6.42%.

• (vi) It is affirmed that the remuneration paid is as per the remuneration policy of the Company.

For and on behalf of the Board of Directors

Raj K. Chandaria

Chairman and Managing Director DIN : 00037518

Place: Mumbai Date: May 27, 2022

Directors’ Report 25

Annexure C to the Directors’ Report

ANNUAL REPORT ON CSR ACTIVITIES

1. Brief outline on CSR Policy of the Company.

• The Company’s CSR activities pre-date the coinage of the phrase “Corporate Social Responsibility”. The Company is committed to make a sustainable positive impact on the communities it operates by actively contributing to their social and economic development. In so doing build a better, sustainable way of life for the weaker sections of society and raise the country’s Human Development Index.

The Company’s aim is to be one of the most respected Companies in India, delivering superior and sustainable value to all its customers, business partners, shareholders, employees. The Company’s CSR initiatives focus on holistic development of communities and create social, environmental and economic value to the society.

The CSR Committee’s Vision is “changing lives in pursuit of collective development and environmental sustainability”. This vision should encompass all CSR activities of the Company.

The Company contributes directly towards the eligible Corporate Social Responsibility (“CSR”) projects and also has been a proud sponsor of ANARDE Foundation, which was established in 1979.

The CSR Policy of the Company is also available on http://aegisindia.com/investorinformation/#policies-and-codes

2. Composition of CSR Committee:

Sl. No.	Name of Director	Designation / Nature of	Number of meetings	Number of
		Directorship	of CSR Committee	meetings of
			held during the year	CSR Committee
				attended during
				theyear
1	Mr. Raj K. Chandaria	(Chairman of Committee)	1	0
		Chairman & M.D
2	Mr. Kanwaljit S.	(Member of Committee)		1
	Nagpal	Independent director
3	Mr. Jaideep D.	(Member of Committee)		1
	Khimasia	Independent director

1. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company. http://aegisindia.com/ investor-information/#policies-and-codes

2. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report). – Not Applicable

3. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any. – Not applicable

4. Average net profit of the Company as per section 135(5). INR 7199.88 lakh

5. (a) Two percent of average net profit of the Company as per section 135(5). INR 144 lakh

6. (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. Nil

7. (c) Amount required to be set off for the financial year, if any Nil

8. (d) Total CSR obligation for the financial year (7a+7b- 7c). INR 144 lakh

26 Annual Report 2021–22

1. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year. (INR In lakh)	Amount Unspent (INR In lakh)
	Total Amount transferred to Unspent CSR Account as per section 135(6). Amount transferred to any fund specifed under Schedule VII as per second proviso to section 135(5).
	Amount (INR In lakh) Date of transfer Name of the Fund Amount (INR In lakh) Date of transfer
163.52	Nil - N.A N.A N.A

• (b) Details of CSR amount spent against ongoing projects for the financial year: N.A

• (c) Details of CSR amount spent against other than ongoing projects for the financial year:

(c) Details of CSR amount spent ag	ainstother than ongoing projectsfor the f	nancial year:
(1) (2) (3) (4)	(5) (6) (7)	(8)
Sl. No. Name of the Project Item from the list of activities in schedule VII to the Act Local area (Yes/ No)	Location of the project Amount spent for the project (in INR in lakh) Mode of implementation Direct (Yes/No) State District	- Mode of implementation – Through implementing agency
		Name. CSR registration number
1. Vaccination, Oxygen Plant Preventive Healthcare Yes	Maharashtra Mumbai/ Mahul 11.17 Yes	- -
2. Gardening work/ Tanker overspill protection system Environmental sustainability Yes	Gujarat/ Maharashtra Kandla/ Mumbai 37.71 Yes	- -
3. Distribution of cloths to the poor/ Transportation arrangement during lockdown/ Monsoon Wear Livelihood enhancement projects Yes	Maharashtra /Gujarat/ Karnataka/ Telangana Mahul/ Bangalore/ Hyderabad/ Haldia/ Kandla 47.22 Yes	- -
4. Providing food to poor people Eradicating hunger Yes	Gujarat/West Bengal / Maharashtra Kandla/ Haldia/ Mahul 48.75 Yes	- -
5. Vessels Distribution Disaster Management Yes	Maharashtra/ West Bengal/ Karnataka Mumbai/ Haldia/ Bangalore/ Mangalore 18.67 Yes	- -
TOTAL	163.52

• (d) Amount spent in Administrative Overheads. Nil

• (e) Amount spent on Impact Assessment, if applicable. Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) INR 163.52 lakh

• (g) Excess amount for set off, if any

Sl. No. Particular

**Sl. No. **	Particular	Amount
		(in INR in lakh)
(i)	Two percent of average net proft of the Company as per section 135(5)	144.00
(ii)	Total amount spent for the Financial Year	163. 52
(iii)	Excess amount spent for the fnancial year [(ii)-(i)]	19.52
(iv)	Surplus arising out of the CSR projects or programmes or activities of	0
	the previous fnancial years, if any
(v)	Amount available for set of in succeedingfnancialyears[(iii)-(iv)]	19.52

Directors’ Report 27

1. (a) Details of Unspent CSR amount for the preceding three financial years: N.A

The prescribed corporate social responsibility (CSR) amount to be spent by the Company for the financial year ended March 31, 2020 was INR 218 lakh. In this regard, we have to state that the Company has made an interim payment towards CSR of INR 218 lakh to Maharashtra Pollution Control Board for contribution towards health impact environment assessment study in and around the Local area of operations. However, the final appropriation of the CSR amount was pending as on March 31, 2020.

• (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)
Sl.	Project ID	Name of the	Financial	Project	Total amount	Amount spent	Cumulative	Status of
No.		Project	Year in	duration	allocated for	on the project	amount spent	the project
			which the		the project	in reporting	at the end	completed/
			project was		(INR in lakhs)	Financial year	of reporting	ongoing
			commenced			(INR in lakhs)	Financial year
							(INR in lakhs)
1.	FY31.03.2021_1	Rural	2020-21	3 years	105.95	101.58	105.95	Completed
		Development
		Projects
	Total				105.95	101.58	105.95

1. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details) .

2. (a) Date of creation or acquisition of the capital asset(s): None

3. (b) Amount of CSR spent for creation or acquisition of capital asset - Nil

4. (c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address, etc- Not applicable

5. (d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)- Not applicable

6. Specify the reason(s), if the Company has failed to spend two % of the average net profit as per section 135(5). Not Applicable

For and on behalf of the Board of Directors

Raj K. Chandaria

Chairman and Managing Director (Chairman of CSR Committee) DIN : 00037518

Place: Mumbai Date: May 27, 2022

28 Annual Report 2021–22

Annexure D to the Directors’ Report

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022

[Pursuant to section 204(1) of the Companies Act, 2013, rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and 24A (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members,

AEGIS LOGISTICS LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aegis Logistics Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Aegis Logistics Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022, according to the provisions of:

• 1) The Companies Act, 2013 (“the Act”) and the rules made there under;

• 2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• 3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

• 4) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

• 5) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• 6) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• (a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• (c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011;

• (d) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• 7) The Factories Act, 1948;

• 8) The Petroleum Act, 1934;

• 9) Explosives Act, 1884;

Directors’ Report 29

• 10) The Indian Wireless Telegraphy Act, 1933;

• The Essential Commodities Act, 1955;

• Legal Metrology Act, 2009;

• Bombay Shops & Establishment Act, 1948;

• Development Control Regulations for Greater Mumbai, 1991;

• The Environment (Protection) Rules, 1986;

• The Electricity Act, 2003;

• Major Port Trusts Act, 1963;

• The Mumbai Municipal Corporation Act, 1888;

• West Bengal municipal Act, 1993;

• The Contract Labour (Regulation and Abolition ) Act, 1970;

• Income Tax Act, 1961;

• Goods and Service Tax Act, 2017;

• Environment Protection Act, 1986;

• The Air (Prevention & Control of Pollution) Act 1981;

• The Water (Prevention & Control of Pollution) Act 1974;

• Customs Act, 1962.

I have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

• (ii) Listing Agreement executed by the Company pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with BSE and National Stock Exchange of India Limited for Equity.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-executive Directors and Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent at least seven days in advance. Also, Board meetings held on shorter notice basis are convened with the consent of Directors and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ (if any) views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there have been enlisted major actions or events undertaken by the Company which may have a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, guidelines, standards etc.: -

30 Annual Report 2021–22

• i) Made investment in shares of Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (Pipavav) Limited) by way of acquisition of 100% stake from its wholly owned subsidiary Aegis Gas (LPG) Private Limited

• ii) Approved sale of the Company’s Kandla, Pipavav, Mangalore & Haldia undertaking as a going concern on slump sale basis to Aegis Vopak Terminals Limited, a wholly owned subsidiary of Company

• iii) Approved sale of investment in wholly owned subsidiary Konkan Storage Systems (Kochi) Private Limited to another wholly owned subsidiary Aegis Vopak Terminals Limited

For P. Naithani & Associates Company Secretaries

Prasen Naithani

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393472

FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

ANNEXURE A

To,

The Members,

AEGIS LOGISTICS LIMITED

My Secretarial Audit Report for Financial Year ended on March 31, 2022 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of event etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For P. Naithani & Associates Company Secretaries

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393472

Prasen Naithani FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

Directors’ Report 31

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022

[Pursuant to section 204(1) of the Companies Act, 2013, rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members,

HINDUSTAN AEGIS LPG LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Hindustan Aegis LPG Limited (hereinafter called “The Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Hindustan Aegis LPG Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under and any amendments made thereto;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable as Company being unlisted except following:

6. a) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

7. b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

8. Bombay Shops & Establishment Act, 1948

9. Customs Act, 1962

10. Income Tax Act, 1961

11. The Factories Act, 1948

12. The Petroleum Act, 1934

13. Explosives Act, 1884

14. The Indian Wireless Telegraphy Act, 1933

15. The Electricity Act, 2003

16. Major Port Trust Act, 1963/ Port servicing by other ports (minor port)

32 Annual Report 2021–22

1. The Contract Labour (Regulation and Abolition) Act, 1970

2. Goods and Service Tax Act, 2017

3. Environment Protection Act, 1986

4. The Environment (Protection) Rules, 1986

5. The Air (Prevention & Control of Pollution) Act 1981

6. The Water (Prevention & Control of Pollution) Act 1974

7. Gas Cylinder Rules, 2016

I have also examined compliance with the applicable clause of the following:

• i) Secretarial Standards issued by The Institute of Company Secretaries of India.

• ii) Listing Agreement entered into by the Company with Stock Exchange(s), if applicable – Not Applicable .

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive and Non-Executive directors during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent at least seven days in advance. Also, Board meetings held on shorter notice basis are convened with the consent of Directors and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ (if any) views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events or actions having a major bearing on the Company’s affairs in pursuance of above referred laws, regulations, guidelines, standards etc.

For P. Naithani & Associates Company Secretaries

Prasen Naithani

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393406

FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

Directors’ Report 33

ANNEXURE A

To,

The Members,

HINDUSTAN AEGIS LPG LIMITED

My Secretarial Audit Report for Financial Year ended on March 31, 2022 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of event etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For P. Naithani & Associates Company Secretaries

Prasen Naithani

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393406

FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

34 Annual Report 2021–22

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022

[Pursuant to section 204(1) of the Companies Act, 2013, rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members, SEA LORD CONTAINERS LIMITED

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Sea Lord Containers Limited (hereinafter called “The Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Sea Lord Containers Limited books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2022, according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under;

4. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings – Not Applicable ;

5. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are not applicable as Company being unlisted except following:

6. a) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

7. b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

8. Bombay Shops & Establishment Act, 1948;

9. Income Tax Act, 1961;

10. The Factories Act, 1948;

11. The Petroleum Act, 1934;

12. Explosives Act, 1884;

13. The Indian Wireless Telegraphy Act, 1933;

14. The Environment (Protection) Rules, 1986;

15. The Environment Protection Act, 1986;

16. The Electricity Act, 2003;

17. Major Port Trust Act, 1963/ Port servicing by other ports (minor port);

Directors’ Report 35

1. The Contract Labour (Regulation and Abolition) Act, 1970;

2. Goods & Services Tax Act, 2017;

3. The Air (Prevention & Control of Pollution) Act 1981;

4. The Water (Prevention & Control of Pollution) Act 1974;

5. Customs Act, 1962.

I have also examined compliance with the applicable clause of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India.

• (ii) Listing Agreement entered into by the Company with Stock Exchange(s), if applicable –

Not Applicable.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive and Non-Executive directors during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notices are given to all directors to schedule the Board Meetings, Agenda and detailed notes on Agenda were sent at least seven days in advance. Also, Board meetings held on shorter notice basis are convened with the consent of Directors and a system exists for seeking and obtaining further information and clarifications on the Agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ (if any) views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period

• i) The Company has obtained consent from members in Extra Ordinary General Meeting held on 17/01/2022 for sale of 27,75,000 7% Non-Cumulative Redeemable Preference shares (NCRPS) (100%) of INR 100/- each of Konkan Storage Systems (Kochi) Private Limited (KCPL) to its fellow subsidiary, Aegis Vopak Terminals Limited (AVTL) pursuant to the provisions of Section 188 of the Companies Act, 2013.

• ii) The Company has obtained consent from members in Extra Ordinary General meeting held on 25/02/2022 for granting loan of up to a sum not exceeding 30 crore to its holding Company, Aegis Logistics Limited pursuant to section 185 of Companies Act, 2013.

For P. Naithani & Associates Company Secretaries

Prasen Naithani

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393331

FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

36 Annual Report 2021–22

ANNEXURE A

To,

The Members,

SEA LORD CONTAINERS LIMITED

My Secretarial Audit Report for Financial Year ended on March 31, 2022 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the process and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Account of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of event etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For P. Naithani & Associates Company Secretaries

Prasen Naithani

Place: Mumbai Date: 26th May, 2022 UDIN: F003830D000393331

FCS No. 3830 C.P. No. 3389 PR.No.1131/2021

Directors’ Report 37

Annexure E to the Directors’ Report

Business Responsibility Statement 2021-22

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

No.	Particulars	Company Information
1.	Corporate Identity Number (CIN) of the Company	L63090GJ1956PLC001032
2.	Name of the Company	Aegis Logistics Limited
3.	Registered address	502, 5th Floor, Skylon Co. Op. Housing Society Limited, GIDC, Char Rasta, Vapi-396195, Dist. Valsad, Gujarat State, India
4.	Website	http://www.aegisindia.com
5.	E-mail ID	aegis@aegisindia.com
6.	Financial Year reported	2021-2022
7.	Sector(s) that the Company is engaged in (industrial activity code-wise)	NIC Code: 46610 - Wholesale of solid, liquid and gaseous fuels and related products. (Activity : Import and distribute LPG, Propane, etc. under wholesale trading to Industrial, Commercial and Autogas Segment) NIC Code: 52109 - Storage and warehousing n.e.c. [Includes general merchandise warehouses and warehousing of furniture, automobiles, gas and oil, chemicals, textiles etc.] (Activity : Providing Liquid and Gas Storage and Logistics Services)
8.	List three key products/services that the Company manufactures/provides (as in balance sheet)	• Storage Terminalling Business (both Liquids and Gas) • Wholesale LPG Distribution : Auto Gas, Commercial & Industrial Distribution
9.	Total number of locations where business activity is undertaken by the Company	• 6 locations where the Company operates the Storage Terminals • Network of 135 Autogas stations in 10 states • Network of 262 LPG distributors across 100 cities in 14 states
	a) Number of International Locations (Provide details of major 5)	None
	b) Number of National Locations	As mentioned above
10.	Markets served by the Company Local/ State/National/International	National through domestic operations.

38 Annual Report 2021–22

SECTION B: FINANCIAL DETAILS OF THE COMPANY (As per 2021-2022 Accounts)

No.	Particulars	Company Information
1.	Paid UpCapital as on March 31, 2022	INR 35,10,00,000/-
2.	Total Turnover	INR 122,798.42 lakh
3.	Total Proft after Taxes	INR 45,190.03 lakh
4.	Total Spending on Corporate Social Responsibility (CSR) as a percentage of proft after tax(%)	2 % of average profts of the last three years (FY 2018-19, FY 2019-20, FY 2020-21)
5.	List of activities in which expenditure in 4 above has been incurred	The Company undertook various activities during the year under review in line with its CSR Policy and as prescribed under Schedule VII of the Companies Act, 2013. For detailed information, you may refer to the “Report on CSR Activities” annexure to the Board’s Report forming part of the Annual Report.

SECTION C: OTHER DETAILS

No.	Particulars	Company Information
1.	Does the Company have any Subsidiary Company/ Companies?	Yes
2.	Do the Subsidiary Company/Companies participate in the BR Initiatives of the Parent Company? If yes, then indicate the number of such Subsidiary Company(s).	Yes, the Subsidiary Companies namely Sea Lord Containers Limited, Aegis Gas (LPG) Private Limited and Hindustan Aegis LPG Limited, Konkan Storage Systems (Kochi) Private Limited participate in BR initiatives of Aegis Group as a whole.
3.	Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]	The Company intends to take its sustainability policies and initiatives beyond its boundaries and spread awareness amongst the relevant Stakeholders.

SECTION D: BUSINESS RESPONSIBILITY (BR) INFORMATION

1. Details of Director/Directors responsible for BR

(a) Details of the Director/Director responsible for implementation of the BR policy/policies

No.	Particulars	CompanyInformation
1	DIN Number	00037518
2	Name	Mr. RajK. Chandaria
3	Designation	Chairman & ManagingDirector
(b) Details of BR head
No.	Particulars	CompanyInformation
1.	DIN Number	Not Applicable
2.	Name	Mr. Rajiv Chohan
3.	Designation	President – Business Development
4.	Telephone Number	(022)66663666
5.	E-mail ID	rajiv.chohan@aegisindia.com

Directors’ Report 39

2a. Principle-wise [as per National Voluntary Guidelines (NVGs)] Business Responsibility Policy/ policies

P1	Business should conduct andgovern themselves with Ethics,Transparencyand Accountability
P2	Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
P3	Businesses shouldpromote the well-beingof all employees
P4	Businesses should respect the interests of and be responsive towards all stakeholders, especiallythose who are disadvantaged,vulnerable and marginalised.
P5	Businesses should respect andpromote human rights.
P6	Businesses should respect, protect and make eforts to restore the environment
P7	Businesses when engaged in infuencing public and regulatory policy, should do so in a responsible manner
P8	Businesses should support inclusivegrowth and equitable development.
P9	Businesses should engage with and provide value to their customers and consumers in a responsible manner.

The response regarding the above 9 Principles (P1 to P9) is given below

No.	Question	P	P	P	P	P	P	P	P	P
		1	2	3	4	5	6	7	8	9
1	Doyou havepolicy/policies for	Y	Y	Y	Y	Y	Y	Y	Y	Y
2	Has the policy being formulated in consultation with the relevant Stakeholders?	All the policies have been formulated in consultation with the reachable Stakeholders and the Management of the Company. The same are approved bythe Board of Directors.
3	Does the policy conform to any National/ International Standards? If yes, specify. (50 words)	The policies are in compliance with the applicable regulatory requirements and International Standards.
4	Has the policy been approved by the Board? If yes, has it been signed by MD/owner/CEO/ appropriate Board Director?	Yes, the Business Responsibility Report w.r.t. the policies are approved by the Board and signed by the ManagingDirector.
5	Does the Company have a specifed committee of the Board/Director/Ofcial to oversee the implementation of thepolicy?	The Board has appointed the Managing Directors to oversee policy implementation.
6	Indicate the link for the policy to be viewed online?	The policies/reports are available on the Company’s website at http://www.aegisindia.com/
7	Has the policy been formally communicated to all relevant internal and external Stakeholders?	Yes. All the policies have been communicated to internal Stakeholders through internal network and external Stakeholders through the Company’s website.
8	Does the Company have in-house structure to implement thepolicy/policies?	Yes
9	Does the Company have a grievance redressal mechanism related to the policy/ policies to address Stakeholders’ grievances related to thepolicy/policies?	Yes
10	Has the Company carried out independent audit/ evaluation of the working of this policy byan internal or external agency?	The Company monitors the working of these policies through periodic internal evaluation.

40 Annual Report 2021–22

3. Governance related to Business Responsibility (BR) Information with reference to BRR framework

No.	Questions	Information
1.	Indicate the frequency of review, by the Board of Directors, Committee of the Board or CEO to assess the BR performance - Within 3 months,3-6 months, annually, more than 1 year	The Business Responsibility performance of the Company is reviewed on Annual basis.
2.	Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?	The Company publishes the Business responsibility report in the Annual Report of the Company annually.

SECTION E: PRINCIPLE-WISE INFORMATION

Principle 1: Ethics, Transparency and Accountability

No.	Questions	Information
1.	Does the policy relating to ethics, bribery and corruption cover only the Company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/ Contractors/NGOs/Others?	• The Code of Conduct of the Company provides guidelines on ethics, integrity and accountability. It is binding to all the designated employees of the Company. However, the guidelines are communicated to most of our key associates like vendors, suppliers, contractors etc. and it is expected that they will follow it while their interactions with the Company • The Company strictly prohibits its Dealers & Business Partners from engaging in bribery, which also violates many Anti-Corruption and Briberylaws or anyother by-laws
2.	How many Stakeholder complaints have been received in the past fnancial year and what percentage was satisfactorily resolved by the Management? If so, provide details thereof, in about 50 words or so	During the fnancial year 2021-22, 12 complaints have been received from the Stakeholders through SEBI, BSE and NSE, which were attended to and resolved on a priority basis.

Principle 2: Safety and Sustainability

No.	Questions	Information
1.	List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.	The Mumbai Terminals of the Company are ISO 14001 certifed, which indicates that the Company has incorporated social or environmental concerns, risks and/or opportunities.
2.	For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product(optional) : (a) Reduction during sourcing/ production/ distribution achieved since the previous year throughout the value chain? (b) Reduction during usage by consumers (energy, water) has been achieved since thepreviousyear?	Energy Conservation, Water intensity reduction are part of the corporate culture. The Company strives for continuous improvement in resource utilisation year after year.

Directors’ Report 41

No.	Questions	Information
3.	Does the Company have procedures in place for sustainable sourcing (including transportation)? (a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof,in about 50 words or so.	The Company has not approved any formal Policy in this regard.
4.	Has the Company taken any steps to procure goods and services from local &small producers, including communities surrounding their place of work? (a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?	Yes. Both skilled and unskilled labour is sourced from local area and local ITI’s.
5.	Does the Company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as 10%). Also, provide details thereof, in about 50 words or so.	The mechanism at Terminal is such that it generates very meagre waste; and that too is sent for recycling such as Foam PIG’s, plastic & paper waste. Plastic and Paper waste isgiven for recycling.

Principle 3: Wellbeing of all employees

No.	Questions	Information as on March 31, 2022	Information as on March 31, 2022	Information as on March 31, 2022
1.	Please indicate the Total number of employees.	During the current Financial year Aegis has employed around 1,180 people in the organisation
2.	Please indicate the Total number of employees hired on temporary/ Contractual/ casual basis.	718
3.	Please indicate the Number of permanent women employees.	14
4.	Please indicate the Number of permanent employees with disabilities.	--
5.	Do you have an Employee Association that is recognised byManagement?	--
6.	What percentage of your permanent employees is members of this recognised employee association?	--
7.	Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last fnancial year and pending, as on the end of the fnancial year.	COMPLIANTS	FILED	RESOLVED
		Child Labour / Forced labour	0	0
		InvoluntaryLabour	0	0
		Sexual Harassment	0	0
		Discriminatory Employment	0	0
8.	What percentage of your under mentioned employees were given safety & skill upgradation training in the last year?	Employee Category	% trained on Safety & Skill Upgradation(*)
		a) Permanent employees	100%
		b) Permanent women employees
		c)Contract employees
		d) Employees with disabilities

42 Annual Report 2021–22

Principle 4: Protection of Stakeholders Interests

No.	Questions	Information
1.	Has the Company mapped its internal and external stakeholders? Yes/No	The Company identifes the interests of its internal Stakeholders like Employees through Employee Engagement Programmes and other periodic review meetings. The external Shareholders are represented through various sales and marketing activities such as trade shows, customer contact programs and channel partner meets, trainings, etc. The Company reaches out to the Stakeholders at AGMs andpress releases.
2.	Out of the above, has the Company identifed the disadvantaged, vulnerable & marginalised Stakeholders?	We have identifed various Stakeholders and we are working on projects for them.
3.	Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalised Stakeholders? If so, provide details thereof, in about 50 words or so.	Kindly refer Principle 8
Principle 5: Respecting and Promoting human rights
No.	Questions	Information
1.	Does the policy of the Company on human rights cover only the Company or extend to the Group/Suppliers/ Contractors/NGOs /Others?	The Company shares its policy with its Stakeholders through various forums.
2.	How many Stakeholder complaints have been received in the past fnancial year and what % was satisfactorily resolved by the Management?	Apart from as mentioned in Principle 1, no other Stakeholder complaints were received by the Company.

Principle 6: Respecting, Protecting and Restore the environment

No.	Questions	Information
1.	Does the policy related to Principle 6 cover only the Company or extends to the Group/ Joint Ventures/ Suppliers/ Contractors/NGOs/ others.	We aim to propagate the principles of Sustainability throughout our Value chain & to all Stakeholders.
2.	Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, pleasegive hyperlink for webpage etc.	Yes. We advocate use of autogas, as a means of reducing CO2 as well as particulate pollution.
3.	Does the Company identify and assess potential environmental risks? Y/N	Yes
4.	Does the Company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental Compliance report is fled?	We don’t have Clean Development Mechanism Projects. But we strive for continual improvement in our services and processes and in the value we provide to our customers, employees and the communities we serve. We embrace sustainability as a catalyst for businessgrowth and innovation.

Directors’ Report 43

No.	Questions	Information
5.	Has the Company undertaken any other initiatives on – clean technology, energy efciency, renewable energy, etc.? Y/N. If yes, please give hyperlink for web page etc.	The Company is taking various measures towards technology upgradation and innovation from time to time viz. Installation of Automatic Power Factor Correction Panel, Mass Flow Meters and PLC system etc.
6.	Are the Emissions/ Waste generated by the Company within the permissible limits given by CPCB/ SPCB for the fnancial year being reported?	Yes, the Company makes consistent eforts to protect the environment and accordingly ensures that the emissions/ waste generated by the Company is within the permissible limits by CPCB/ SPCB.
7.	Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.	The Company has no show cause/ legal notices received from CPCB/SPCB that has remained unattended as on the end of Financial Year.

Principle 7: Responsibility towards Public and Regulatory Policy

No.	Questions	Information
1.	Is your Company a member of any trade and chamber or association? If yes, Name only those major ones that your business deals with.	• Bombay Chamber of Commerce & Ind. • Indian Chemical Council • Indian Merchant Chamber • Golden Maharashtra Development Council
2.	Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes, specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)	Yes, we participate in seminars, conferences organised by these associations. The Company uses the platform of the above mentioned associations to address issues that might impact our stakeholders. We encourage and participate in advocating policy level processes rather than lobbying on any specifc issues.

Principle 8: Inclusive growth and equitable development.

No.	Questions	Information
1.	Does the Company have specifed programs/ initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.	The Company is committed to make a sustainable positive impact on the communities it operates by actively contributing to their social and economic development. In so doing build a better, sustainable way of life for the weaker sections of society and raise the country’s human development index. The Company’s aim is to be one of the most respected Companies in India, delivering superior and sustainable value to all its Stakeholders.
2.	Are the programs/projects undertaken through in-house team/own foundation/ external NGO/ government structures/ any other organisation?	The Company’s CSR initiatives focus on holistic development of communities and create social, environmental and economic value to the society. The CSR Committee’s Vision is “changing lives in pursuit of collective development and environmental sustainability”. This vision should encompass all CSR activities of the Company. The Company has been associated with the CSR activities since past 41 years,even before the CSR term was coined.

44 Annual Report 2021–22

No.	Questions	Information
3.	Have you done any impact assessment of your initiative?	Yes. It is an ongoing process. Projects are selected on basis of its sustainable impact and is regularlymonitored.
4.	What is your Company’s direct contribution to community development projects?- Amount in INR and the details of theprojects undertaken	The details are provided in the section on CSR Activities forming part of the Annual Report.
5.	Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.	Aegis CSR initiatives are rolled out directly through ANARDE, a non-proft organisation. This helps in increasing reach as well as ensuring the adoption of initiative by communities. The Company also strives to contribute by ensuring environmental sustainability around its local area of operations. Project teams track the reach and take necessary steps to make it successful.

Principle 9: Engaging and Enriching customer/consumer value

No.	Questions	Information
1.	What percentage of customer complaints/ consumer cases are pending as on the End of fnancialyear	There are no customer complaints/consumer cases pending as on the end of fnancial year.
2.	Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./ Remarks(additional information)	The Company does not need displaying of product label considering the business carried out by the Company.
3.	Is there any case fled by any Stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last fve years and pending as on end of fnancial year. If so, provide details thereof, in about 50 words or so.	There are no cases fled by any Stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anticompetitive behaviour during the last fve years.
4.	Did your Company carry out any consumer survey/ consumer satisfaction trends?	The Company connects with consumers at multiple touch points and keeps track of consumer satisfaction, as the same is of prime importance for carryingon anybusiness.

For and on behalf of the Board

Place: Mumbai Date: May 27, 2022

Raj K. Chandaria Chairman and Managing Director DIN : 00037518

Report on Corporate Governance 45

Report on Corporate Governance

1 Company’s Philosophy on Code of Governance

The Company believes in transparency, professionalism and accountability, the guiding principles of corporate governance. The good corporate governance generates goodwill amongst all the stakeholders’ including business partners, customers, employees and investors, earns respect from society and brings about a consistent sustainable growth for the Company and its investors.

Your Company is focused to operate within the well accepted parameters of ethics and integrity and constantly endeavours to adopt best practices of Corporate Governance and improve on these aspects on an ongoing basis. In order to achieve this objective, the Company is driven by the two guiding principles i.e. improving the effectiveness of the Board of Directors in supervising management; and improving the quality of information and communication with our stakeholders’.

The Company is in compliance with the Corporate Governance norms stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) as amended from time to time for the period from April 1, 2021 to March 31, 2022.

2 Board of Directors

a. Composit ion of Board

The Board of Directors of the Company comprises of 9 (Nine) Directors, consisting of an optimum combination of Executive and Non-executive Directors. The Directors bring in a wide range of skills and experience to the Board. None of the Directors on the Board is a member on more than 10 (Ten) Committees and Chairman of more than 5 (five) committees as specified under Regulation 26 of SEBI LODR, across all the Public Companies in which they are Directors. The necessary disclosures regarding Committee positions have been made by the Directors.

Details of the Directorship, Membership and Chairmanship in other companies for each Director of the Company and their shareholdings and attendance at the Board meetings and the previous Annual General Meeting held on October 21, 2021 are as follows:

							Committee	Committee
							Positions	across all
						#	Public Companies
				Attendance		Directorships	(including Aegis
				Particulars		in other	Logistics	Limited)^
Sr.		Shares		Board		Public
No.	Director Name	held	Category	Meetings	AGM	Companies	Chairman Member
1.	Mr. Raj K. Chandaria	-	ED–C	7	Yes	7	0	2
	(Chairman &
	Managing Director)
	(DIN – 00037518)
2.	Mr. Anish K.	-	ED-VC	4	N.A.	7	0	1
	Chandaria *
	(Vice-Chairman &
	Managing Director)
	(DIN – 00296538)
3.	Mr. Anilkumar	-	NED-NI	7	Yes	-	-	-
	Chandaria
	(DIN – 00055797)
4.	Mr. Raj Kishore Singh	-	NED-NI	8	Yes	2	-	2
	(DIN – 00071024)
5.	Mr. Kanwaljit S.	300	NED-I	8	Yes	7	2	-
	Nagpal
	(DIN – 00012201)
6.	Mr. Rahul D. Asthana	4000	NED-I	8	Yes	4	-	5
	(DIN – 00234247)

46 Annual Report 2021–22

							Committee	Committee
							Positions	across all
						#	Public Companies
				Attendance		Directorships	(including Aegis
				Particulars		in other	Logistics	Limited)^
Sr.		Shares		Board		Public
No.	Director Name	held	Category	Meetings	AGM	Companies	Chairman Member
7.	Mr. Jaideep D.	-	NED-I	8	Yes	4	-	2
	Khimasia
	(DIN – 07744224)
8.	Mr. Lars Erik Johansson	-	NED-I	7	Yes	-	-	-
	(DIN – 08607066)
9.	Ms. Tasneem Ali	-	NED-I	8	No	-	-	-
	(DIN – 03464356)
10.	Mr. Amal Raj	-	NED-NI	-	N.A.	7	-	-
	Chandaria **
	(DIN - 09366079)

ED–C : Executive Director - Non Independent - Chairman

ED-VC : Executive Director - Non Independent - Vice Chairman

NED-NI : Non-Executive Director - Non Independent

NED–I : Non-Executive Director - Independent

# Excludes Alternate Directorships and directorships in private companies, foreign companies and Section 8 companies.

^ Represents Memberships / Chairmanships of Audit Committee and Stakeholders’ Relationship Committee of public companies.

* Mr. Anish K. Chandaria ceased to be Director w.e.f. September 11, 2021 due to death and his Directorship / Committee position details are as on September 11, 2021.

** Mr. Amal Raj Chandaria appointed as an Additional Director (Category: Non-Executive Director – NonIndependent) w.e.f. October 27, 2021.

Mr. Raj K. Chandaria, Mr. Amal R. Chandaria and Mr. Anilkumar Chandaria, Directors of the Company are related to each other.

b. Board procedure and Access to information

The Board of Directors (the “Board”) is responsible for the management of the business of the Company and meets regularly for discharging its role and functions.

The Board of the Company reviews all information provided periodically for discussion and consideration at its meetings as provided under the Companies Act, 2013 (including any amendment and re-enactment thereof) and Schedule II (Part A) of SEBI LODR. Further, the Board is also apprised of all the developments in the Company.

Detailed Agenda is circulated to the Directors in advance. All material information is incorporated in the agenda for facilitating meaningful and focused discussion at the meetings. Where it is not practicable to enclose any document to the agenda, the same is placed before the meeting. In special and exceptional circumstances, additional item(s) on the agenda are permitted to be discussed at the Meeting.

Board makes timely strategic decisions, to ensure operations are in line with strategy; to ensure the integrity of financial information and the robustness of financial and other controls; to oversee the management of risk and review the effectiveness of risk management processes. Non-Executive Directors are expected to provide an effective monitoring role and to provide help and advice to the Executive Directors. This is in the long term interest of the Company and should be based on the optimum level of information, through smooth processes, by people with the right skills mix and in a constructive manner. The Independent Directors play an important role in deliberations at the Board and Committee meetings.

Report on Corporate Governance 47

The Board meets at least once in a quarter to review the quarterly results and other items on the agenda. Additional meetings are held, when necessary. The meetings of the Board are generally convened at the Company’s Corporate Office at Mumbai, but in previous year due to COVID-19 situation meetings were conducted through Audio/Video Conference facility. In case of urgency or when the Board Meeting is not practicable to be held, the matters are resolved via Circular Resolution, which is then noted by the Board in its next meeting.

Audio-Video conferencing facilities are also used to facilitate Directors travelling/ residing abroad or at other locations to participate in the meetings. The Minutes of the Board Meetings are circulated in advance to all Directors and confirmed at subsequent Meeting.

The Board also reviews the declarations made by the Managing Directors/Chief Financial Officer/Unit Heads of the Company regarding compliance of all applicable laws on a quarterly basis.

c. Board Meetings

During the year ended March 31, 2022, eight Board Meetings were held. These were held on:

1. May 27, 2021

2. June 7, 2021

3. July 12, 2021

4. July 29, 2021

5. September 21, 2021

6. October 27, 2021

7. January 17, 2022

8. February 10, 2022

d. Code of Business Conduct and Ethics for Board of Directors and Senior Management

• The Company has in place the Code of Business Conduct and Ethics for Board of Directors and Senior Management (“the Code”) approved by the Board of Directors.

The Code has been communicated to Directors and the members of the Senior Management. The Code of Conduct suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The Code has been displayed on the Company’s website www. aegisindia.com.

All the Board members and Senior Management have confirmed compliance with the Code for the year ended March 31, 2022. A declaration to this effect signed by the Managing Director forms part of this Annual Report.

e. Brief Note on the Directors seeking appointment/re-appointment at the 65th Annual General Meeting

In compliance with Regulation 36 (3) of SEBI LODR, brief resume, expertise and details of other directorships, membership in committees of Directors of other companies and shareholding in the Company of the Director proposed to be appointed/re-appointed are as under:

Name of the Director	Mr. Anilkumar Chandaria	Mr. Amal R. Chandaria
DIN	00055797	09366079
Date of Birth	May6,1935	June 9,1993
Date of Appointment as	September 1, 1982	October 27, 2021
Director
Relationship with other	Uncle of Mr. Raj K. Chandaria	Son of Mr. Raj K. Chandaria
Director/Key Managerial
Personnel
Terms & conditions of	Non-Executive Director, liable to	Non-Executive Director,
appointment/re-appointment	retire byrotation	liable to retire byrotation

48 Annual Report 2021–22

Remuneration sought to be	Not Applicable	Not Applicable
paid and remuneration last
drawn
Experience (including	Mr. Anilkumar M. Chandaria, is a	Mr. Amal Raj Chandaria
expertise in specifc	Director of the Company since 1982.	is currently engaged in
functional area) / Brief	He has extensive work experience	consulting in design & art
Resume	in Management Position for over	direction as a Creative
	four decades in Tanzania, Kenya,	Director on freelance
	United Kingdom, Belgium, Thailand	under his own Spaghetti
	and India as well. He brings with him	Studios LLC. He was earlier
	immense experience in the business	employed by DoorDash Inc.
	of the Company.	in San Francisco, CA as a
		Senior Art Director, where
		he was mainly responsible
		for conceptualizing and
		executing national full-funnel
		advertising and partnership
		campaigns. Prior to
		DoorDash, he was employed
		by McKinsey & Co. in the
		area of design consulting.
Qualifcation	B.Sc. (Economics) from London	B.A. International Relations
	School of Economics and MBA	and B.F.A. Graphic Design
	from Harvard Business School,	from Boston University
	Cambridge,U.S.A
*Directorship of other Board	Nil	Sea Lord Containers Limited
as on March 31, 2022		Hindustan Aegis LPG Limited
		Aegis Terminal (Pipavav)
		Limited
		Aegis Gas (LPG) Private
		Limited
		Konkan Storage Systems
		(Kochi) Private Limited
		Eastern India LPG Co. Private
		Limited
		Aegis Vopak Terminals
		Limited
**Chairman/Member of the	Audit Committee	Audit Committee
Committee of the Board of directors of other Companies	Nil	Nil
as on March 31, 2022	Stakeholder’s Relationship	Stakeholder’s Relationship
	Committee	Committee
	Nil	Nil
No. of shares held in the	Nil	Nil
Company
Number of Board Meetings	8	Nil
attended during the fnancial
year(2021-22)

* Excludes Alternate Directorships and Directorships in private companies, foreign companies and section 8 companies.

• ** Represents Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee of Public Companies

Report on Corporate Governance 49

f. Board Committees

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of Committees with specific terms of reference/scope. The Board has established various Mandatory Committees such as Audit Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Risk Management Committee. The composition of the mandatory committees is available on the Company website. The minutes of the meetings of all committees are placed before the Board from time to time for discussion/noting/ratification.

==> picture [429 x 258] intentionally omitted <==

----- Start of picture text -----

Committees of the Board
Mandatory Committees Non-mandatory Committees
Audit Committee Share Transfer Committee
Occupational Health Safety
Stakeholder’s Relationship Committee
& Environment Committee
Corporate Social Responsibility Committee
Nomination & Remuneration Committee
Risk Management Committee
----- End of picture text -----

g. Matrix relating to skills/expertise/competencies of the Board of Directors

The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the Company which are currently available with the Board:

Business	Understanding of business dynamics, ability to identify key issues and opportunities
understanding	for the Company within the industry verticals and regulatory environment
Strategy and	Understanding of business dynamics, ability to identify key issues and opportunities
Planning	for the Company within the industry verticals and regulatory environment
Governance	Experience in developing governance practices, serving the best interests of all
	stakeholders, maintaining board and management accountability, building long- term efective stakeholder engagements and driving corporate ethics and values.
Finance	Qualifcations and experience in fnance and the ability to critically assess fnancial viability and performance; contribute to strategic fnancial planning; oversee budgets, efcient use of resources; oversee funding arrangements and
	accountability

The Directors of the Company possesses the skills/ expertise/ competence as mentioned above.

3 Audit Committee

a. Composition, Meetings & Attendance

Audit Committee for the year ended March 31, 2022 comprised of three Directors, out of which two are Non-Executive Independent Directors and one is Executive Director. Mr. Kanwaljit S. Nagpal, Chairman of the Committee is an Independent Non-Executive Director. All the members of the Audit Committee have adequate accounting and financial knowledge and the composition of the Committee is in compliance with the requirements of section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR.

The Company Secretary acts as the Secretary to the Audit Committee.

50 Annual Report 2021–22

Details of the Committee meetings, Composition and attendance by the members of the committee during the financial year ended March 31, 2022 are given in the table below:

Members Category	Number of meetings during the year 2021-22
	Held on Attended by Members
Mr. Kanwaljit S. Nagpal (Chairman) NED – I Mr. Anish K. Chandaria^ ED Mr. Jaideep D. Khimasia NED – I Mr. Raj K. Chandaria ^^ ED	May 27, 2021 3 July 29, 2021 2 September 21, 2021 2 October 27, 2021 2 January 17, 2022 2 February10,2022 2

NED-I :Non Executive Director — Independent ED : Executive Director

^ upto September 11, 2021 ^^ appointed w.e.f. September 17, 2021

b. Terms of Reference

Regulation 18 read with Schedule II (Part C) of SEBI LODR read with section 177 of the Companies Act, 2013 such as overseeing of the Company’s financial reporting process, recommending the appointment/re-appointment of Statutory Auditors and fixation of their fees, reviewing quarterly, half yearly and annual financial statements, changes in accounting policies & practices, compliances with the Indian Accounting Standards, major accounting entries involving estimates based on the exercise of judgment by management, compliance with listing and other legal requirements relating to financial statements, scrutiny of inter-corporate loans and investments, disclosures of related party transactions, if any, scrutiny of inter-corporate loans and investments, if any before they are submitted to the Board of Directors.

4 Nomination and Remuneration Committee

a. Composition, Meetings and Attendance

The Nomination and Remuneration (N&R) Committee during the year ended March 31, 2022 comprised of the following members:

Members Category	No. of meetings during the year 2021-22
	Held on Attended by Members
Mr. Kanwaljit S. Nagpal (Chairman) NED – I Mr. Raj Kishore Singh NED - NI Mr. Rahul Asthana NED – I	May 27, 2021 3

NED-I : Non Executive Director — Independent NED-NI : Non Executive Director — Non Independent

The Company Secretary acts as the Secretary to the N&R Committee.

b. Terms of Reference

• The Nomination & Remuneration Committee is constituted under the provisions of Companies Act, 2013 read along with the rules made thereunder and Regulation 19 read with Schedule II (Part D) of SEBI LODR.

• The terms of reference of the Committee, inter alia, include the following:

• Identifying persons who qualify to become directors in accordance with the criteria laid down and recommend to the Board their appointment and removal

Report on Corporate Governance 51

• To review the performance of the Managing Directors and recommend to the Board the overall compensation/commission payable to Managerial Personnel viz. Managing Director/Executive Director/CEO/Manager within the overall limits prescribed under the Companies Act, 2013, subject to other necessary approvals

• Recommend to the board, remuneration, in whatever form, payable to senior management

c. Executive Director’s Compensation

The Managing Directors are remunerated by way of Commission which is approved by the Board of Directors and the Shareholders. The commission payable to the Managing Directors is considered and recommended by the Nomination and Remuneration Committee of the Board of Directors.

The Shareholders had approved payment of commission @ not exceeding 5% of the profits to each Managing Director under section 197 of the Companies Act, 2013. The Board of Directors, based on the recommendation of the Nomination & Remuneration Committee, have approved the payment of INR 600 lakh to each of the Managing Directors, which is within the limit of 5% each of the profit u/s. 197 of the Companies Act, 2013 for the year ended March 31, 2022.

Mr. RajK. Chandaria,Chairman & ManagingDirector	INR 600 lakh
Mr. Anish K. Chandaria,Vice-Chairman & ManagingDirector	INR 600 lakh

d. Non-Executive Directors’ Compensation and disclosures

• With changes in the corporate governance norms brought by the Companies Act, 2013 as well as SEBI LODR, the role of Non-Executive Directors (NED) and the degree and quality of their engagement with the Board and the Company has undergone significant changes over a period of time. The Company is being benefited from the expertise, advice and inputs provided by the NEDs.

Apart from sitting fees that are paid to the NED for attending Board/Committee Meetings, no other fees/ commission was paid during the year ended March 31, 2022.

Sitting fees payable to the Directors for attending each meeting of the Board is INR 17,500/-. The sitting fees paid for attending the meetings of the Audit Committee, Stakeholders’ Relationship Committee and Share Transfer Committee is INR 1,000/- each. The sitting fees paid to Non-Executive Director for attending the meeting of the Occupational Health Safety & Environment Committee is INR 20,000/-.

The total amount of sitting fees paid during the financial year 2021-22 to Non-Executive Directors is as under:

under:
Name of the Director	Sitting fees (INR)	Remuneration	Total (INR)
		(INR)
Mr. Anilkumar M. Chandaria	1,22,500	-	1,22,500
Mr. Kanwaljit S. Nagpal	7,41,000	-	7,41,000
Mr. Rahul D. Asthana	1,40,000	-	1,40,000
Mr. Raj Kishore Singh	1,42,000	-	1,42,000
Mr. Jaideep D. Khimasia	1,79,000	-	1,79,000
Mr. Lars Erik Johansson	1,22,500	-	1,22,500
Ms. Tasneem Ali	1,40,000	-	1,40,000
Mr. Amal R. Chandaria#	0	-	0

# appointed w.e.f. October 27, 2021

5 Corporate Social Responsibility Committee

Composition, Meetings & Attendance

The terms of reference of the Corporate Social Responsibility Committee (CSR) broadly comprises:

• Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company in areas or subject, specified in Schedule VII;

• Recommend the amount of expenditure to be incurred on the activities referred above;

52 Annual Report 2021–22

• monitor the CSR Policy of the Company from time to time.

The composition of the CSR Committee as on March 31, 2022 and the details of Members’ participation at the Meetings of the Committee are as under:

Members Category	No. of meetings during the year 2021-22
	Held on Attended by Members
Mr. Anish K. Chandaria ^ ED Mr. Kanwaljit S. Nagpal NED – I Mr. Jaideep D. Khimasia NED – I Mr. Raj K. Chandaria^^ ED	March 21, 2022 2

ED : Executive Director - Non Independent

NED-I : Non-Executive Director - Independent

^ upto September 11, 2021 ^^ appointed w.e.f. September 21, 2021

The details of the Corporate Social Responsibility Committee are separately provided in the Director’s Report.

6 Stakeholders Relationship Committee

a. Composition, Meetings & Attendance

The details of Committee Meetings, Composition and attendance by the members of the Committee during the financial year ended March 31, 2022 are given in the table below :

Members Category	No. of meetings during the year 2021-22
	Held on Attended by Members
Mr. Kanwaljit S. Nagpal (Chairman) NED – I Mr. Raj K. Chandaria ED Mr. Jaideep D. Khimasia NED – I	May 27, 2021 2 July 29, 2021 2 October 27, 2021 2 February 10, 2022 2

ED: Executive Director — Non Independent

NED-I:Non Executive Director — Independent

b. Terms of Reference

The Stakeholders’ Relationship Committee is constituted to oversee Stakeholders’ Grievance and its redressal and to overview the functions of Registrar & Share Transfer Agents.

c. Name & Designation of the Compliance Officer

Ms. Monica T. Gandhi, Company Secretary of the Company acts as Compliance Officer of the Company.

d. Stakeholders’ complaints

The total number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up is provided as under:

year under review and their break-up is provided as	under:
Type of Complaints	No. of Complaints
	Received Resolved Pending
Non receipts of Demat Credit / rejected DRF Non receipt of ECS Advise Non receipt of Share Certifcate(s) Non receipt of Annual Report Non receipt of Dividend on Shares Non receipt of various procedures Transfer of Shares	2 2 0 0 0 0 7 7 0 0 0 0 2 2 0 1 1 0 0 0 0
Total	12 12 0

As on March 31, 2022, no investor grievance remained unattended for more than thirty days.

Report on Corporate Governance 53

7 Risk Management Committee

The details of Committee Meetings, Composition and attendance by the members of the Committee during the financial year ended March 31, 2022 are given in the table below :

Members Category	No. of meetings during theyear 2021-22
	Held on Attended by Members
Mr. Raj K. Chandaria (Chairman) ED Mr. Kanwaljit S. Nagpal NED – I Mr. Rajiv Chohan President (Business Development)	October 27, 2021 2 February 10, 2022 2

ED : Executive Director — Non Independent

NED-I : Non Executive Director — Independent

The Committee has laid down procedure for risk assessment and minimisation which are presented to the Board of Directors on a periodical basis.

Business Risk Evaluation and Management is an ongoing process within the Organisation. The Company has a robust risk management framework to identify, monitor and minimise risks as also to identify business opportunities. The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the Business Risk Management policy and framework in line with local legal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actions and ownership as per a predefined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

• Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plan.

8 Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) and 25 (4) of SEBI LODR, the evaluation of independent directors is done by the entire board of directors which includes performance of the directors; and fulfillment of the independence criteria as specified in these regulations and their independence from the management. The Board confirms that in the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

During FY 2021-22, one meeting of the Independent Directors was held on February 10, 2022. The independent directors reviews the performance of non-independent directors and the board of directors as a whole; review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

9 Familiarisation Programme

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Companies Act 2013, Regulation 25 of SEBI LODR and other relevant regulations and his/her affirmation taken with respect to the same.

54 Annual Report 2021–22

Familiarisation Programme is conducted on “need-basis” during the year. A brief extract of the familiarisation programme is as follows:

• i. The Company through its Executive Directors/Senior Managerial Personnel apprise/brief periodically to familiarise the Independent Directors with the strategy, operations and functions of the Company;

• ii. Such briefings provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company.

• iii. The programs/presentations also familiarise the Independent Directors with their roles, rights and responsibilities;

Familiarisation Programme during the year along with details of attendance of Independent Directors in Familiarisation Sessions as placed on the website of the Company www. aegisindia.com.

10 Other Committees

In addition to the above Committees, the Board has constituted 2 more non-mandatory Committees, viz. Share Transfer Committee and Occupational Health Safety & Environment Committee, wherein the terms of reference/scope have been prescribed by the Board of Directors of the Company. The meetings of the said committees are held as and when necessary and the minutes of the same are placed at meeting of the Board of Directors for its noting.

11 Information on Shareholders’ Meetings

a. Location and time where the Annual General Meetings were held in last 3 years:

Year	Date Location	Time(IST)
March	31, 2019 July 30, 2019 Hotel Fortune Park Galaxy,	11.15 a.m.
	National Highway No.8, G.I.D.C.,
	Vapi - 396 195, Dist. Valsad, Gujarat
March	31, 2020 September 22, 2020 Video Conference (‘VC’) /	5.00 p.m.
	Other Audio Visual Means (‘OAVM’)
	facility
March	31, 2021 October 21, 2021 Video Conference (‘VC’) /	5.00 p.m.
	Other Audio Visual Means (‘OAVM’)
	facility
b.	i. Following Special Resolutions were passed in the previous three Annual General
	Meetings:
Sr. No.	Particulars	Date of the AGM
1.	Re-appointment of Mr. Anilkumar M. Chandaria (DIN – 00055797) who	September 22, 2020
	retires by rotation at this Annual General Meeting
2.	Re-Appointment of Mr. Jaideep D. Khimasia (DIN– 07744224), as an	October 21, 2021
	Independent Director
3.	Approval for sale of the Company’s Kandla Undertaking to Aegis Vopak	October 21, 2021
	Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav)
	Limited) (“AVTL”), a wholly owned subsidiary of the Company
4.	Approval for sale of the Company’s Pipavav Undertaking to AVTL, a	October 21, 2021
	wholly owned subsidiary of the Company
5.	Approval for sale of the Company’s Mangalore Undertaking to AVTL, a	October 21, 2021
	wholly owned subsidiary of the Company
6.	Approval for sale of the Company’s Haldia Undertaking to AVTL, a	October 21, 2021
	whollyowned subsidiaryof the Company

ii. No Special Resolution was passed last year through Postal Ballot.

• c. Person who conducted the Postal Ballot exercise: N.A

• d. No Special Resolution, at present, is proposed to be passed through Postal Ballot.

Report on Corporate Governance 55

12 Subsidiary Companies

The Company has following subsidiaries:

1. Sea Lord Containers Limited

2. Konkan Storage Systems (Kochi) Private Limited

3. Aegis Gas (LPG) Private Limited

4. Hindustan Aegis LPG Limited

5. Aegis Terminal (Pipavav) Limited

6. Aegis Vopak Terminals Limited [formerly known as Aegis LPG Logistics (Pipavav) Limited]

7. Eastern India LPG Company Private Limited

8. Aegis Group International PTE Limited, Singapore

9. Aegis International Marine Services PTE Limited, Singapore

The Company is in compliance with Corporate Governance Regulation 24 of SEBI LODR with regard to its subsidiary companies. The Board of Directors of the Company regularly reviews the minutes of the Board Meetings, financial statements (in particular investments made) and significant transactions and arrangements entered into by the unlisted subsidiary companies. The Audit Committee reviews the financial statements, in particular, the investments made by the unlisted Subsidiary Companies. The Company has duly formulated a policy for determining ‘material’ subsidiaries. The main objective of the policy is to ensure governance of material subsidiary companies. The web link for the same as placed on the website of the Company www.aegisindia.com.

13 Disclosures

a. Related party Transactions

There were no materially significant related party transactions with its Promoters, Directors, the Management or relatives that have a potential conflict with the interests of the Company at large.

The transactions with the related parties as per requirements of Indian Accounting Standards (INDAS 24) “Related Party Disclosures” are disclosed in the Notes to the Accounts in the Annual Report.

The Company has formulated a Policy on dealing with Related Party transactions. The Company recognises that certain transactions present a heightened risk of conflicts of interest or the perception thereof and therefore has adopted this Policy to ensure that all Related Party Transactions with Related Parties shall be subject to this policy and approval or ratification in accordance with Applicable Law.

This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions. The policy was revised and adopted effective April 01, 2022. The link for the same as placed on the website of the Company www. aegisindia.com.

b. Compliances by the Company

• The Company has generally complied with all the requirements of the Stock Exchange(s)/SEBI LODR or any Statutory Authority on matters related to capital markets, as applicable from time to time.

• c. No penalty was imposed or strictures passed against the Company by the Stock Exchanges or SEBI or any statutory authorities on any matter related to capital markets during last three years except for delay in compliance under Regulation 34(1)(a) of the SEBI (LODR) Regulations, 2015 by BSE Limited and National Stock Exchange of India Limited (“stock exchanges”) for which waiver application was made by the Company on January 7, 2022. The waiver application has been considered favorably by National Stock Exchange of India Limited and the same is pending with BSE Limited

56 Annual Report 2021–22

• d. The requirement of placing the statement of utilisation of funds raised through preferential issue on quarterly/annual basis before the Audit Committee is not applicable.

• e. The Company follows the Indian Accounting Standards (IND-AS) specified under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Company has not adopted a treatment different from that prescribed in the aforesaid Indian Accounting Standards, in the preparation of financial statements.

• f. The Managing Director and Chief Financial Officer of the Company have certified to the Board on financial and other matters in accordance with Schedule II (Part B) of SEBI LODR for the financial year ended March 31, 2022.

• g. The Company has adopted a Vigil Mechanism Policy (also known as Whistle Blower Policy) and has established the necessary vigil mechanism to provide formal mechanism to the Directors and Employees to report their concerns about the unethical behavior, actual or suspected fraud or violation of the Company’s code of ethics and no person has been denied access to the Audit Committee. The details of establishment of vigil mechanism is posted on the website of the Company www.aegisindia.com.

• h. As per Regulation 24 of the SEBI Listing Regulations, the Company has formulated a policy for determining Material Subsidiaries and the policy is disclosed on the website of the Company www.aegisindia.com.

• i. The Board of Directors of the Company evaluates and assesses the major risks and the risk minimisation procedures and its implementation, from time to time.

• j. The Company during the year ended March 31, 2022 has fulfilled the following nonmandatory/ discretionary requirements as prescribed in Schedule II (Part E) of SEBI LODR:

• The Company continues to have a regime of financial statements with unmodified audit opinion.

• The Internal Auditors of the Company report directly to the Audit Committee.

14 Means of Communication

• a. Stock Exchange Intimation: The unaudited quarterly financial results are announced within 45 days from the end of each quarter and the audited annual results are announced within 60 days from the end of the last quarter. The aforesaid financial results, after being taken on record by the Audit Committee and Board of Directors, are communicated to the Stock Exchanges where the shares of the Company are listed. Any news, updates, or vital/ useful information to shareholders are being intimated to Stock Exchanges and are being displayed on the Company’s website: www.aegisindia.com.

• b. Newspapers: During the financial year 2021-22, financial results (Quarterly & Annual) were published in newspapers viz. The Financial Express (English edition) and Daman Ganga Times (Regional Gujarati edition) in the format prescribed under Regulation 33 of SEBI LODR.

• c. Website: The financial results are also posted on the Company’s website www.aegisindia. com. The Company’s website provides information about its business and the section on “Investor Relations” serves to inform and service the Shareholders allowing them to access information at their convenience.

• d. Annual Report: Annual Report is circulated to all the members within the required time frame, physically through post/courier and via E-mail, wherever the E-mail ID is available in accordance with the “Green Initiative Circular” issued by MCA. The shareholders have been provided e-voting option for the resolutions passed at the general meeting to vote as per their convenience. However, with respect to the year 2021, the Company had sent the annual reports to shareholders only on email who have registered their email ID with the Company/Depositories pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated January 15, 2021 and General Circular No. 02/2021 dated January 13, 2021 read with General Circular No. 20/2020 dated May 5, 2020 issued by Ministry of Corporate Affairs (“MCA”).

Report on Corporate Governance 57

• e. E-mail ID of the Registrar & Share Transfer Agents: All the share related requests/queries/ correspondence, if any, are to be forwarded by the investors to the Registrar and Transfer Agents of the Company, Link Intime India Private Limited and/or e-mail them to rnt. helpdesk@linkintime.co.in.

• f. Designated E-mail ID for Complaints/Redressal: In compliance of Regulation 46 (2) (j) of SEBI LODR, the Company has designated an e-mail ID secretarial@aegisindia.com exclusively for the purpose of registering complaints/grievances by investors. Investors whose requests/ queries/correspondence remain unresolved can send their complaints/ grievances to the above referred e-mail ID and the same are attended to promptly by the Company.

• g. NSE Electronic Application Processing System (NEAPS) / Digital Portal: The NEAPS / Digital Portal is a web based application designed by National Stock Exchange of India Limited (NSE) for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results, Analyst Presentations, Press Release, Board Meeting/Corporate Action Announcements and other intimations are filed electronically on NEAPS / Digital Portal.

• h. BSE Corporate Compliance & Listing Centre: The Listing Centre is a web based application designed by BSE Limited (BSE) for Corporates. The Shareholding Pattern, Corporate Governance Report, Financial Results, Analyst Presentations, Press Release, Board Meeting/Corporate Action Announcement and other intimations are filed electronically on BSE’s Listing Centre.

• i. SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web based complaints redressal system through SCORES. The Action Taken Reports are uploaded online by the Company for any complaints received on SCORES platform, thereby making it convenient for the investors to view their status online.

• j. News releases/Investor Updates and Investor presentations made to Institutional Investors and analysts are regularly uploaded on the Company’s website www.aegisindia.com after its submission to the Stock Exchanges viz. BSE & NSE.

15 General Shareholders Information

• a. Annual General Meeting proposed to be held for the financial year 2021-22:

Day, Date & Time : Thursday, August 18, 2022 at 5.00 p.m. (IST)

• Venue : through Video Conferencing / Other Audio Visual Means as set out in the Notice convening the Annual General Meeting.

• b. Calendar for the Financial year 2022-23 (Tentative):

Accounting Year : April 1, 2022 to March 31, 2023 Financial Calendar: (Tentative)

Financial Calendar: (Tentative)
Unaudited Financial Results for the quarter ended June 30,	By August 14, 2022
2022
Unaudited Financial Results for the quarter & half year ended	By November 14, 2022
September 30,2022
Unaudited Financial Results for the quarter & nine months	By February 14, 2023
ended December 31,2022
Audited Financial Results for the year ended March 31, 2023	Within 60 days from the
	year ended March 31, 2023 or such
	other timeline permissible by MCA/
	SEBI

• c. Cut-off date for e-voting : Thursday, August 11, 2022

d. E-voting dates : Sunday, August 14, 2022 (9.00 a.m.) to Wednesday, August 17, 2022 (5.00 p.m.)

58 Annual Report 2021–22

e. Dividend Payment date : on or before September 16, 2022

• f. i. Listing of equity shares on the Stock Exchange : 1. BSE Limited (BSE)

   - P. J. Towers, Dalal Street, Mumbai – 400 023. Scrip Code - 500003
  

  1. National Stock Exchange of India

     • Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051.

     • Stock Code – AEGISCHEM

• ii. ISIN No. for the Company’s

Equity Shares in Demat form: INE208C01025 iii. Depositories connectivity: NSDL and CDSL

Notes:

1. Listing Fees of the Equity Shares for the FY 2022-23 has been paid to Stock Exchanges viz., BSE and NSE, as may be applicable.

2. Custodial Fees of the Equity Shares for the FY 2022-23 has been paid to the depositories viz. NSDL and CDSL.

3. Stock Price Data: Monthly High/Low of market price of the Company’s shares traded on the BSE and NSE during the year is furnished below :

Market Price Data (High & Low): The price of the Company’s Share – High, Low during each month in the last financial year on the BSE & NSE was as under :

Month	NSE – High	NSE – Low	BSE – High	BSE – Low
April 2021	320.00	275.95	320.25	276.00
May 2021	363.00	303.00	362.95	303.35
June 2021	387.90	336.25	388.90	335.55
July 2021	386.00	301.75	394.40	302.00
August 2021	322.00	259.05	321.90	257.60
September 2021	269.50	227.00	269.45	227.00
October 2021	247.00	205.05	246.70	205.20
November 2021	243.00	191.75	242.95	191.90
December 2021	251.00	209.80	251.45	210.00
January 2022	238.70	197.25	238.60	197.00
February 2022	230.50	167.25	230.30	167.45
March 2022	216.70	169.05	216.55	169.10

Market Price Data (comparison): The price of the Company’s Share – Closing during each month in the last financial year on the BSE & NSE was as under:

Month	BSE – Closing	Sensex	NSE – Closing	Nifty
April 2021	304.10	48782.36	304.20	14631.10
May 2021	358.65	51937.44	359.20	15582.80
June 2021	342.80	52482.71	343.85	15721.50

Report on Corporate Governance 59

Month	BSE – Closing	Sensex	NSE – Closing	Nifty
July 2021	318.95	52586.84	319.65	15763.05
August 2021	266.30	57552.39	266.25	17132.20
September 2021	227.65	59126.36	227.60	17618.15
October 2021	212.35	59306.93	212.70	17671.65
November 2021	229.40	57064.87	229.30	16983.20
December 2021	221.80	58253.82	221.25	17354.05
January 2022	202.40	58014.17	202.70	17339.85
February 2022	169.15	56247.28	168.80	16793.90
March 2022	205.50	58568.51	205.55	17464.75

h. Share Transfer System, Dematerialisation and liquidity:

The Board has delegated the authority for approving, transmission, name deletion, remat, if any etc. of Company’s securities to the Share Transfer Committee comprising of 3 (three) Non-Executive Directors viz. Mr. Kanwaljit S. Nagpal, Mr. Raj Kishore Singh and Mr. Jaideep D. Khimasia.

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended from time to time, securities can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities.

Further, in accordance with the SEBI Circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, regarding issuance of securities in dematerialised form only in case of various investor service requests (viz. issue of duplicate share certificate, claim from Unclaimed Suspense Account, renewal / exchange of share certificate; endorsement, sub-division / splitting of share certificate; consolidation of share certificates/ folios; transmission of shares and transposition), the Company, after verification and process of the service request, is issuing the ‘Letter of confirmation’ to the shareholders, as per the requirement.

Members in physical form are requested to consider converting their holdings to dematerialised form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company. The Company obtains from a Practicing Company Secretary, half yearly certificate of compliance with the formalities as required under Regulation 40 (9) of the SEBI LODR and files a copy of the certificate with the Stock Exchange(s).

i. Equity shares in suspense account:

The Company has complied with the necessary procedure in accordance with Schedule VI of SEBI LODR with respect to unclaimed share certificates. The status of shares transferred to demat unclaimed suspense A/c. of the Company is as under:

The status of shares transferred to demat unclaimed suspense A/c. of the Company is as under:

Sr.	Particulars	No. of	No. of
No.		Shareholders	Shares
1.	Aggregate no. of shareholders and outstanding shares in the	903	1287320
	Unclaimed Suspense A/c.
2.	Number of claims received till March 31, 2022	11	13200
3.	Number of claims processed	11	13200
4.	Number of shares transferred to IEPF demat account held	0	0
	with NSDL
5.	Balance shares standing in the Unclaimed Suspense A/c. as	892	1274120
	on March 31,2022

The voting rights on the aforesaid shares shall remain frozen till the rightful owner claims the shares.

60 Annual Report 2021–22

j. Distribution of Shareholding as on March 31, 2022:

			No. of	% of	No. of	% of
Range			Shareholders	Shareholders	Shares held	Shareholding
Upto	-	500	68427	80.1910	8805902	2.5088
501	-	1000	7355	8.6195	5588733	1.5922
1001	-	2000	4480	5.2502	6782698	1.9324
2001	-	3000	1497	1.7544	3754292	1.0697
3001	-	4000	1007	1.1801	3506265	0.9989
4001	-	5000	705	0.8262	3271759	0.9321
5001	-	10000	1049	1.2293	7667943	2.1846
10001	-	351000000	810	0.9493	311622408	88.7813
			85330	100.00	351000000	100.00

k. Categories of Shareholding as on March 31, 2022:

k. Categories of Shareholding as on March 31, 2022:
	No. of shares	Percentage
Categories	held	Shareholding
Foreign Promoters	203824123	58.07
Foreign Portfolio Investors / NRIs / Foreign Companies	55867478	15.92
MFs / Banks / Govt. Companies	7096114	2.02
Indian Public / Private Corporate Bodies / NBFCs Registered	84212285	23.99
with RBI
TOTAL	351000000	100.00

As on March 31, 2022, 34,64,94,198 shares being 98.72% of the Share Capital of the Company are in dematerialised form.

SHAREHOLDING PATTERN AS ON MARCH 31, 2022

==> picture [115 x 114] intentionally omitted <==

----- Start of picture text -----

23.99
2.02
58.07
15.92
----- End of picture text -----

==> picture [65 x 113] intentionally omitted <==

----- Start of picture text -----

Foreign Promoters
Foreign Portfolio
Investors / NRIs /
Foreign Companies
MFs / FIs / Banks /
Govt. Companies
Indian Public /
Private Corporate
Bodies / NBFCs
Registered with RBI
----- End of picture text -----

Report on Corporate Governance 61

SHAREHOLDING STATUS AS ON MARCH 31, 2022

==> picture [185 x 134] intentionally omitted <==

----- Start of picture text -----

1.28
Physical
Demat
98.72
----- End of picture text -----

• l. There are no Outstanding GDRs/Warrants or any Convertible Instruments as on date.

m. Transfer of unclaimed dividend to Investor Education and Protection Fund:

Pursuant to the provisions of the Companies Act, 1956/ Companies Act, 2013 the dividend, Matured Deposits and interest thereon which remains unclaimed/ unpaid for a period of seven years from its due date is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The last date(s) for claiming payment of the unclaimed/ unpaid dividend are provided hereunder:

Sr.	Account tittle	Date of dividend	Rate of	Face	Last date for claiming
No		declaration	dividend	value	the unclaimed Dividend
1	2015-16	November 3, 2015	30%	1	December 9, 2022
	Interim Dividend
2	2015-16 2nd	January 28, 2016	30%	1	March 4, 2023
	Interim Dividend
3	2015-16 3rd	March 10, 2016	30%	1	April 15, 2023
	Interim Dividend
4	2016-17	November 7, 2016	35%	1	December 13, 2023
	Interim Dividend
5	2016-17 2nd	February 2, 2017	35%	1	March 10, 2024
	Interim Dividend
6	2016-17	August 10, 2017	35%	1	September 15, 2024
	Final Dividend
7	2017-18	February 2, 2018	50%	1	March 12, 2025
	Interim Dividend
8	2017-18	August 9, 2018	75%	1	September 14, 2025
	Final Dividend
9	2018-19	March 18, 2019	50%	1	April 23, 2026
	Interim Dividend
10	2018-19	July 30, 2019	90%	1	September 4, 2026
	Final Dividend
11	2019-20	January 31, 2020	50%	1	March 6, 2027
	Interim Dividend
12	2019-20	September 22, 2020	120%	1	October 28, 2027
	Final Dividend
13	2020-21	October 21, 2021	200%	1	November 26, 2028
	Final Dividend
14	2021-22	February 10, 2022	200%	1	March 18, 2029
	Interim Dividend

Members are requested to get in touch with the Registrar & Share Transfer Agents for encashing the unclaimed amounts, if any, standing to the credit of their account.

62 Annual Report 2021–22

After transfer of the said amounts to the IEPF, you can claim the said unclaimed dividend from IEPF Authority by filing E-form IEPF-5, available on the website www.iepf.gov.in along with fees, if any, as specified by the IEPF Authority.

n. Commodity price risk or foreign exchange risk and hedging activities:

• The Company uses derivative instruments (Forward Cover) to hedge its risks associated with foreign currency fluctuations. The use of derivative instruments is governed by the Company’s strategy approved by the Board of Directors, which provide principles on the use of such derivative instruments consistent with the Company’s Risk Management Policy. The Company does not use derivative instruments for speculative purposes.

o. Terminal Locations:

• Plot No. 72, Mahul Village, Trombay, Mumbai - 400 074, Maharashtra

• Ambapada, Village Mahul, Taluka Kurla, Dist. Mumbai

• Haldia Dock Complex, Mouza Chiranjibpur, Dist. Purba Medinipur, West Bengal

• Port of Pipavav, Post Ucchaiya, Via Rajula, Dist. Amreli, Gujarat – 365560

• Kandla Port Trust, Near Jawaharlal Road, Gandhidham, Kutch, Gujarat

• Padukodi, Thannirbhavi, Mangalore

• Willingdon Island, Kochi - 682 029

• p. Share related queries/ communications may be addressed to the Registrar & Share Agents: Link Intime India Private Limited, Unit: Aegis Logistics Limited, C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai - 400 083

Tel. : 91-22-49186270 Toll Free No. : 1800 1020 878 Fax: 91-22-49186060

E-mail: rnt.helpdesk@linkintime.co.in

16 Credit Rating

India Ratings and Research (Ind-Ra) has reaffirmed a short-term credit rating of IND A1+ (A One Plus) and revised the outlook on the long-term rating, which now is IND AA/Positive (Double ‘A’/ Outlook: Positive).

CARE Ratings Limited (CARE) has reaffirmed a short-term credit rating of CARE A1+ (A One Plus) and a long-term rating of CARE AA; Stable (Double ‘A’; Outlook: Stable).

17 Disclosure as per clause (10) of Part C of Schedule V

a. Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A) – Not Applicable

• b. The Company Secretary in practice, Mr. P. Naithani, has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The certificate with respect to the same is annexed to this report.

• c. During the financial year there are no such instances where the Board had not accepted any recommendation of any committee of the Board which is mandatorily required.

• d. Total consolidated fees for all services paid to the statutory auditor by the Company and its subsidiaries is INR 75.05 lakh.

Report on Corporate Governance 63

18 Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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

During the year, no complaints were received from employees of the Company pertaining to sexual harassment. No complaints were received in respect of subsidiary companies.

For and on behalf of the Board

Raj K. Chandaria

Chairman & Managing Director DIN : 00037518

Place : Mumbai Dated : May 27, 2022

64 Annual Report 2021–22

Declaration relating to code of conduct

All the Board Members and Senior Management Personnel have, for the year ended March 31, 2022 affirmed compliance with the Code of Conduct applicable to them as laid down by the Board of Directors in terms of regulation 26 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

For and on behalf of the Board

Raj K. Chandaria Chairman & Managing Director DIN : 00037518

Place : Mumbai Dated : May 27, 2022

Report on Corporate Governance 65

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

The Members of

Aegis Logistics Limited,

502 5th Floor, Skylon Co-Op Housing Society Limited, GIDC Char Rasta, Vapi-396195

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Aegis Logistics Limited having CIN L63090GJ1956PLC001032 and having registered office at 502 5th Floor Skylon Co-Op Housing Society Limited GIDC Char Rasta Vapi-396195 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority

Sr.	Name of Director	DIN	Date of appointment in
No.			Company
1	Kanwaljit Sudarshan Singh Nagpal	00012201	January 31, 2003
2	Raj Kapurchand Chandaria	00037518	August 25, 1999
3	Anilkumar Chandaria	00055797	September 1, 1982
4	Raj Kishore Singh	00071024	March 10, 2016
5	Rahul Durgaprasad Asthana	00234247	May 29, 2014
6	Jaideep Dinesh Khimasia	07744224	May 11, 2017
7	Tasneem Ahmed Ali	03464356	January 28, 2021
8	Lars Erik Johansson	08607066	November 14, 2019
9	Amal RajChandaria	09366079	October 27, 2021

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For P. Naithani & Associates

Place: Mumbai Company Secretary in Practice Date: May 26, 2022 Membership No.: 3830 UDIN: F003830D000393582 CP No.: 3389 PR.No.1131/2021

66 Annual Report 2021–22

Certificate

To

The Members of Aegis Logistics Limited

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

I have examined the compliance of conditions of Corporate Governance of Aegis Logistics Limited, for the year ended on March 31, 2022 as stipulated in Regulation 17 to 27 and clauses (b) to (i) and (t) of regulation 46(2) and para C and D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulation).

The compliance of conditions of Corporate Governance is the responsibility of the management. My examination has been limited to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the certificate of Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanations given to me and the representations made by the Directors and the management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulation. The Board of Directors of the Company are duly constituted with proper balance of Independent Directors and Woman Director.

I further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For P. Naithani & Associates, Company Secretary in Practice

Place: Mumbai Date: May 26, 2022 UDIN: F003830D000393527

Membership No.: 3830 C.P. No.: 3389 PR. No.: 1131/2021

Auditor’s Report 67

INDEPENDENT AUDITOR’S REPORT

To the Members of Aegis Logistics Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Aegis Logistics Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India of the state of affairs (financial position) of the Company as at 31st March 2022, the profit and total comprehensive income (financial performance), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of Standalone Financial Statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

68 Annual Report 2021–22

Sr. No.	Key Audit Matter	How the matter was addressed in the Audit
1.	Recoverability of Indirect tax receivables As at March 31, 2022, the Company has receivable of Rs. 486.41 Lakhs with respect to Cenvat Credit Recoverable or Refundable which are pending adjudication.	 Obtained details of the amounts outstanding and verifed the same with the claims made with the authorities.  Verifed the status of the outstanding amounts as at the year end.  Verifed the assessment orders received during the year, if any.  Obtained details of legal status of disputes, wherever applicable, from the management.  We have analysed the submissions to authorities to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon fnal resolution.
2.	Uncertain Tax Positions including Deferred Tax There are various complexities involved in recognition and measurement of deferred tax such as assessing the availability of future profts, ability of the Company to utilise unused tax credit in future. Further, uncertain tax positions including matters under dispute involve signifcant judgment to ascertain the possible outcome. On account of the complexities involved in signifcant judgment thereof, this is considered as a key audit matter.	 Obtained detailed breakup of the amount of tax provisions / payments for various years.  Verifed the same with the tax returns fled / assessments completed.  Obtained details of completed assessments and appeals fled and verifed the current status of these appeals including the management’s expectation of the outcome of these disputes based on past years as well as rulings of various appellate authorities.  Obtained and verifed the working of deferred tax and its appropriateness.  In the case of deferred tax asset in respect of unutilised tax credits obtained and verifed the basis of the management’s assertion as to the availability of profts to ofset these credits.  Verifed the accuracy of the calculation of the tax provisions – both current and deferred tax.

Information Other than the Financial Statements and the Audit Report thereon

The Company’s Board of Directors is responsible for the Other Information. The Other Information comprises the information included in the Director’s Report but does not include the financial statements and our auditors’ report thereon.

Our opinion on the financial statements does not cover the Other Information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of Other Information, we are required to report that fact. We have nothing to report in this regard.

Auditor’s Report 69

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to the Standalone Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

70 Annual Report 2021–22

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Ind AS Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Ind AS Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

5. c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

6. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

7. e) On the basis of the written representations received from the directors as on 31st March 2022 taken on record by the Board of directors, none of the directors are disqualified as on 31st March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

8. f) With respect to the adequacy of the internal financial controls over financial reporting with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

9. g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

Auditor’s Report 71

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

• i) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements – Refer Note 39 to the Standalone Financial Statements.

• ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

• iv) i. As stated in Note 55 of the Standalone Financial Statements, the management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

  • ii. As stated in Note 55 of the Standalone Financial Statements, the Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

  • iii. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provide above , contain any material misstatement.

• v) The interim dividend for the year and the final dividend paid by the Company during the year in respect of the preceding year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note no. 56 to the Standalone Financial Statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For C N K & Associates LLP

Chartered Accountants Firm Registration Number: 101961W/W-100036

Diwakar P. Sapre

Partner Place: Mumbai Membership No.: 040740 Date: 27th May 2022 UDIN: 22040740AJSPOC7184

72 Annual Report 2021–22

ANNEXURE A TO INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Aegis Logistics Limited (“the Company”) on the Standalone Financial Statements for the year ended 31st March 2022]

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

• (i) In respect of Company’s Property, Plant & Equipment and Intangible Assets.

• (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

  • (B) The Company has maintained proper records showing full particulars of intangible assets.

• (b) The Property, Plant and Equipment, have been physically verified by the management during the year as per regular program of verification, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on such verification, which in our opinion are not material, have been appropriately dealt with in the books of account;

• (c) The title deeds of all the immovable properties (other than properties where the Company is a lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company as at the balance sheet date.

• (d) The Company has not revalued its Property, Plant & Equipment (including Right to Use Assets) or intangible assets or both during the year;

• (e) As disclosed in Note No. 55 to Standalone Financial Statements, no proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under;

• (ii) In respect of Inventories

• (a) Inventory has been physically verified by the Management during/at the end of the year. In our opinion, the frequency of verification is reasonable. Considering the size of the Company and nature of its operations, the coverage and procedures are adequate. The discrepancies noticed on physical verification of inventory, which did not exceed 10% or more for each class of inventory, have been appropriately dealt with in the books of account.

• (b) As stated in Note No. 55, the Company has working capital limits sanctioned from banks exceeding Rs. 5 crores during the year and the quarterly returns / statements filed by the Company are in agreement with the books of account and no discrepancies were observed. The quarterly return for the quarter ended 31st March 2022 is yet to be filed;

• (iii) The Company has made investments in, provided guarantee or security and has granted loans or advances in nature of loans, secured or unsecured to companies, and other parties, in respect of which:

• (A) The Company has granted unsecured loans to subsidiaries, made investments in subsidiaries and has given corporate guarantee on behalf of its subsidiary Company, the details of which are as under:

Auditor’s Report 73

(Rs. In lakhs)

		(Rs. In lakhs)
Particulars	Aggregate amount of loan/ Investments/ guarantee during theyear	Balance outstanding as at 31st March 2022
Loans
To SubsidiaryCompanies	9810	9881.75
Guarantees Given
To SubsidiaryCompanies	Nil	2400.00
Investments
In SubsidiaryCompanies	61	3688.94

• (B) The Company has not granted loans to parties other than subsidiaries, joint ventures and associates;

• (b) The terms and conditions of the investments made, guarantees given, security and loans provided are, prima facie, not prejudicial to the Company’s interest;.

• (c) The repayment of principal and payment of interest has been stipulated and receipt and repayment of the same are regular;.

• (d) In respect of aforesaid loans, there is no amount which is overdue for more than 90 days;

• (e) There are no loans that have fallen due during the year which have been renewed or extended or fresh loans granted to settle the overdue of existing loans;

• (f) The Company has not granted any loans or advances in loans, either repayable on demand or without specifying any terms or period of repayment;

• (iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

• (v) The Company has not accepted any deposits or the amounts which are deemed to be deposits within the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. We are informed by the Management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal in this regard;

• (vi) The Company is not required to maintain cost records pursuant to Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

• (vii) In respect of statutory dues:

• (a) The Company has been generally regular in depositing undisputed statutory dues relating to Provident Fund, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, cess and any other material statutory dues applicable to it to the appropriate authorities. There were no undisputed amounts payable as on the last day of the financial year, for a period of more than six months from the date they became payable.

• (b) Details of Income Tax, Sales Tax, Service Tax, Goods and Service tax, Duty of Customs, Duty of Excise, Value Added Tax which have not been deposited as at 31st March 2022 on account of any dispute, are as under:

74 Annual Report 2021–22

Name of the	Nature of	Forum where dispute is	Period to which	Amount	Amount
Statute	Dues	pending	the amount	Involved	Unpaid
			relates	(Rs. in	(Rs. in
				Lakhs)	Lakhs)
Income Tax	Income Tax	Appellate authority -	F.Y. 2015-2016	60.08	60.08
Act, 1961		Commissioner of Income Tax
		Appeal (2), Mumbai
Income Tax	Income Tax	Appellate authority -	F.Y. 2016-2017	25.33	22.96
Act, 1961		Commissioner of Income Tax
		Appeal (2), Mumbai
Income Tax	Income Tax	Appellate authority -	FY 2017-18	3.57	3.57
Act, 1961		Commissioner of Income Tax
		Appeals, National Faceless
		Appeal Centre (NFAC)
West Bengal	Value	Ofce of Sr.Joint	F.Y. 2016-2017	128.05	115.32
Value Added	Added Tax	Commissioner of Commercial
Tax, 2005		Tax, Medinipur Circle (DCCT/
		Tamil Charge Group-B) West
		Bengal
Gujarat Value	Value	State Tax ofcer Unit-11	F.Y. 2017-2018	17.68	17.68
Added Tax,	Added Tax	A'BAD, Gujarat
2003
Maharashtra	Value	Dy. Commissioner of State	F.Y. 2016-2017	61.57	61.57
Value Added	Added Tax	Tax, MUM VAT-E-606,
Tax, 2003		Mumbai
Maharashtra	Value	Dy. Commissioner of State	FY 2017-18	17.84	16.94
Value Added	Added Tax	Tax, MUM VAT-E-602,
Tax, 2003		Mumbai
Central Sales	Central	Dy. Commissioner of State	FY 2017-18	13.90	8.70
Tax Act, 1956	Sales Tax	Tax, MUM VAT-E-602,
		Mumbai
Total				328.00	304.93

(viii) As stated in Note no 55 of the Standalone Financial Statements, there are no transactions not recorded in the books of account which have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961);

• (ix) (a) The Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender;

  • (b) The Company is not declared wilful defaulter by any bank or financial institution or other lender;

  • (c) On an examination of the records of the Company, the term loans have been applied for the purpose for which the loans were obtained;

  • (d) On an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company;

  • (e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates, or joint ventures;

• (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures, or associate companies;

• (x) (a) The Company has not raised moneys by way of initial public offer or further public offer including debt instruments;

Auditor’s Report 75

• (b) The Company has not made any preferential allotment or private placement of shares or fully or partly or optionally convertible debentures during the year under review;

• (xi) (a) There are no instances of fraud by the Company or on the Company noticed or reported during the year;

• (b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;

• (c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year;

• (xii) The Company is not a Nidhi Company and hence the reporting under clause 3(xii) of the Order is not applicable to the Company for the year under audit;

• (xiii) The Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the Indian Accounting Standards;

• (xiv) (a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business;

• (b) We have considered the internal audit reports issued by the internal auditors till date, for the period under audit, in determining the nature, timing and extent of our audit procedures;

• (xv) The Company has not entered non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable to the Company for the year under audit;

• (xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and hence reporting under clauses 3(xvi)(a), (b), and (c) of the Order is not applicable;

• (b) The Group does not have any Core Investment Company (CIC) as part of the Group as per the definition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence the reporting under clause (xvi)(d) of the Order is not applicable;

• (xvii) The Company has not incurred any cash losses in the financial year and in the immediately preceding financial year;

(xviii) There has been no resignation of the statutory auditors during the year;

• (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

• (xx) The Company has spent the requisite amount on eligible CSR activities and there is no unspent amount as at the end of the year, whether related to on-going projects or otherwise;

For C N K & Associates LLP

Chartered Accountants Firm Registration Number: 101961W/W-100036

Diwakar P. Sapre

Partner Place: Mumbai Membership No.: 040740 Dae: 27th May 2022 UDIN: 22040740AJSPOC7184

76 Annual Report 2021–22

ANNEXURE B TO INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Aegis Logistics Limited (“the Company”) on the Standalone Financial Statements for the year ended 31st March 2022]

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to the Standalone Financial Statements of Aegis Logistics Limited (“the Company”) as of 31st March 2022 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls over financial reporting, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to the Standalone Financial Statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to the Standalone Financial Statements included obtaining an understanding of internal financial controls over financial reporting with reference to the Standalone Financial Statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control over financial reporting based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls over financial reporting with reference to the Standalone Financial Statements.

Meaning of Internal financial controls over financial reporting with reference to the Standalone Financial Statements

A company’s internal financial controls over financial reporting with reference to the Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

Auditor’s Report 77

1. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

2. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal financial controls over financial reporting with reference to the Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to the Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to the Standalone Financial Statements to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls over financial reporting with reference to the Standalone Financial Statements and such internal financial controls over financial reporting with reference to financial statements were operating effectively as at 31st March 2022, based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control over financial reporting stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For C N K & Associates LLP

Chartered Accountants Firm Registration Number: 101961W/W-100036

Diwakar P. Sapre

Place: Mumbai

Partner Membership No.: 040740 UDIN: 22040740AJSPOC7184

78 Annual Report 2021–22

Standalone Balance Sheet as at March 31, 2022

	(All amounts are in INR lakhs, unless	stated otherwise)
	Note As at	As at
	March 31, 2022	March 31, 2021
Assets
Non current assets
Property, plant and equipment	8A 1,64,024.06	1,12,753.57
Capital work-in-progress	8A 11,598.57	43,521.88
Intangible assets	9 57.55	59.27
Financial assets
i. Investments
a) Investments in subsidiaries	10 3,688.94	4,620.30
b) Other investments	11 0.51	0.51
ii. Loans iii. Other fnancial assets- Security deposits	12 9,881.75 1,332.57	15,189.65 895.72
Income tax assets (net)	13 2,967.13	3,006.40
Other non current assets	14 2,723.87	3,830.25
Total non current assets Current assets	1,96,274.95	1,83,877.55
Inventories	15 6,396.99	4,177.92
Financial assets
i. Trade receivables	16 10,381.99	5,967.28
ii. Cash and cash equivalents	17 5,238.02	2,444.07
iii. Bank balance other than (iii) above iv. Other fnancial assets	18 3,485.93 19 14,109.43	3,423.16 6,584.42
Other current assets	20 11,405.49	6,194.26
Total current assets	51,017.85	28,791.11
Total assets Equity and liabilities	2,47,292.80	2,12,668.66
Equity
Equity share capital	21 3,510.45	3,510.45
Other equity	22 1,49,612.35	1,18,453.53
Total equity	1,53,122.80	1,21,963.98
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings	23 8,169.49	11,174.32
ii. Lease Liability iii. Other fnancial liabilities	30,001.66 24 832.17	27,360.27 721.64
Provisions	25 1,226.88	1,068.90
Deferred tax liabilities (net)	50 7,291.46	6,396.53
Other non-current liabilities	26 92.19	2,935.34
Total non-current liabilities Current liabilities	47,613.85	49,657.00
Financial liabilities
i. Borrowings	23 30,955.60	28,010.26
ii. Lease Liability	3,046.74	2,679.76
iii. Trade payables
Total outstanding dues of creditors of micro enterprises and	27 84.22	23.97
small enterprises
Total outstanding dues of creditors other than micro	27 3,831.87	3,436.96
enterprises and small enterprises iv. Other fnancial liabilities	28 3,276.54	3,759.05
Other current liabilities	29 2,510.11	2,845.22
Provisions	25 458.20	292.46
Current tax liabilities (net)	30 2,392.87	-
Total current liabilities	46,556.15	41,047.68
Total liabilities	94,170.00	90,704.68
Total equity and liabilities	2,47,292.80	2,12,668.66

See accompanying notes to the financial statements In terms of our report attached

For CNK & Associates LLP Chartered Accountants

For and on behalf of the Board of Directors

Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Raj K. Chandaria

Chairman & Managing Director DIN : 00037518

Murad M. Moledina Chief Financial Officer Place: Mumbai Date: May 27, 2022

Kanwaljit S. Nagpal Director DIN : 00012201

Monica T. Gandhi Company Secretary

Place: Mumbai Date: May 27, 2022

Standalone Statement of Profit and Loss 79

Standalone Statement of Profit and Loss for the year ended March 31, 2022

	(All amounts are in INR lakhs except for earning per share information)	(All amounts are in INR lakhs except for earning per share information)	(All amounts are in INR lakhs except for earning per share information)
		Note	For the year ended March 31, 2022 For the year ended March 31, 2021
I	Revenue from operations	31	1,22,798.42 70,490.33
II	Other income	32	26,252.78 8,245.30
III	Total income( I + II)		1,49,051.20 78,735.63
IV	Expenses
	Purchase of stock-in-trade	33	77,062.28 33,588.65
	Changes in inventories of stock in trade	34	(1,938.05) (1,462.35)
	Employee benefts expense	35	4,974.39 3,303.11
	Expenses as per Employee Stock Purchase Plan	44	- 9,832.37
	Finance costs	36	1,875.56 1,548.48
	Depreciation and amortisation expense	8B	4,526.95 3,952.92
	Other expenses	37	10,071.79 9,782.75
	Total expenses		96,572.92 60,545.93
V	Proft before tax (III- IV)		52,478.28 18,189.70
VI	Tax expense	50
	Current tax		6,432.78 744.53
	Adjustments in respect of earlier year (including		(36.49) (13.48)
	deferred tax)
	Deferred tax		891.96 1,862.01
	Total tax expense		7,288.25 2,593.06
VII	Proft for the year (V- VI)		45,190.03 15,596.64
VIII	Other comprehensive income
	(i) Items that will not be reclassifed subsequently to proft or loss Remeasurement (gain) of defned beneft obligations		(11.75) (54.16)
	(ii) Income tax relating to above items that will not		2.96 13.63
	be reclassifed toproft or loss
	Total Other comprehensive income(Net of tax)		8.79 40.53
IX	Total comprehensive income(VII+VIII)		45,198.82 15,637.17
X	Earnings per share (Face Value of Rs.1/- each)	38
	Basic (Rs.)		12.87 4.53
	Diluted(Rs.)		12.87 4.44

See accompanying notes to the financial statements In terms of our report attached

For CNK & Associates LLP Chartered Accountants Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Place: Mumbai Date: May 27, 2022

For and on behalf of the Board of Directors

Raj K. Chandaria Kanwaljit S. Nagpal Chairman & Managing Director Director DIN : 00037518 DIN : 00012201

Murad M. Moledina Chief Financial Officer Place: Mumbai Date: May 27, 2022

Monica T. Gandhi Company Secretary

80 Annual Report 2021–22

Standalone Cash Flow Statement for the year ended March 31, 2022

ended March 31, 2022
(All amounts are in	INR lakhs, unless	stated otherwise)
	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Cash fow from operating activities
Proft before tax	52,478.28	18,189.70
Adjustments for:
Depreciation and amortisation	4,526.95	3,952.92
Loss on sale of investments in subsidiary	965.46	-
Finance costs	1,875.56	1,548.48
Interest income	(2,128.77)	(1,594.15)
Corporate guarantee commission	-	(17.17)
Expenses as per Employee Stock Purchase Plan	-	9,832.37
Dividend Income - Non-Current investments	(23,407.83)	(5,242.17)
Provision for doubtful debts (written back)/ made	(72.84)	100.00
Provision for doubtful advances written back	-	(242.69)
Doubtful advances written of	-	242.69
Bad debts written of	72.84	131.58
Sundry Credit Balances written back	(1.31)	(496.46)
Loss on sale of property, plant and equipment	1.61	0.09
Actuarial Gain recognised in other comprehensive income	11.75	54.16
Operating proft before working capital changes	34,321.70	26,459.35
Adjustments for changes in working capital:
(Increase) in inventories	(2,219.07)	(1,326.66)
(Increase) in trade receivables	(4,414.71)	(636.25)
(Increase) in non-current assets	(517.32)	(1,282.89)
(Increase) in current assets	(5,211.23)	(782.64)
(Increase) in other current fnancial assets	(590.12)	(890.00)
(Increase) in other non-current fnancial assets	(403.14)	(55.51)
(Increase)/ decrease in other bank balances	(62.77)	297.18
Increase in trade payables	456.47	1,483.42
Increase/ (decrease) in current provisions	165.74	(60.51)
Increase/ (decrease) in non-current provisions	157.98	(110.48)
(Decrease) in other non-current liabilities	(2.83)	(2.59)
(Decrease)/ increase in other current liabilities	(335.11)	729.46
(Decrease)/ increase in other current fnancial liabilities	(72.17)	817.54
Increase in other non-current fnancial liabilities	94.97	122.09
Cash generated from operations	21,368.39	24,761.51
Income tax paid (net)	(3,964.14)	(383.23)
Net cash generated from operating activities (A)	17,404.25	24,378.28
Cash fow from investing activities
Purchase of property, plant and equipment including capital	(17,798.40)	(27,454.34)
advances
Purchase of intangible assets	(30.23)	(8.26)
Proceeds from sale of property, plant and equipment	1.15	8.59
Proceeds from sale of investments in subsidiary companies	18.50	-
Purchase of investments in subsidiaries	(61.00)	-
Advances to related parties (net)	(6,931.55)	(5,008.67)
Dividend received - non-current investments	23,407.83	5,242.17
Loan given to related paries	(9,810.00)	-
Loan given to others	-	(10,296.39)

Standalone Cash Flow Statement 81

Standalone Cash Flow Statement for the year ended March 31, 2022

(All amounts are in INR lakhs, unless stated otherwise)
For the year ended March 31, 2022 For the year ended March 31, 2021
Repayment of non-current Loan given 15,123.97 -
Interest received 2,077.06 1,954.29
Net cash generated from/ (used in) investing activities (B) 5,997.33 (35,562.61)
Cash fow from fnancing activities
Proceeds from Long Term borrowings from related parties 2,800.00 -
Repayment of Long Term borrowings from related parties (1,000.00) -
Proceeds from Long Term borrowings from banks 2,902.23 9,674.32
Repayment of Long Term borrowings (11,080.19) (1,255.14)
Proceeds from current borrowings (net) 6,318.47 6,717.48
Advances from related parties (net) (2,760.41) 1,145.03
Lease liability paid (2,645.53) (2,795.31)
Proceeds from Issue of shares on exercise of options - 113.33
Dividend paid (14,015.55) (4,119.53)
Interest paid (1,126.65) (2,431.88)
Net cash (used in)/ generated from fnancing activities (C) (20,607.63) 7,048.30
Net increase/ (decrease) in cash and cash equivalents (A+ B+ C) 2,793.95 (4,136.03)
Cash and cash equivalents as at the beginning of the year 2,444.07 6,580.10
Cash and cash equivalents as at the end of the year (Refer note 17) 5,238.02 2,444.07

Note:

The above Cash Flow Statement has been prepared under the ‘indirect method’ as set out in Indian Accounting Standard (Ind AS 7) - Statement of Cash Flow.

In terms of our report attached

For CNK & Associates LLP Chartered Accountants Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Place: Mumbai Date: May 27, 2022

For and on behalf of the Board of Directors

Raj K. Chandaria Chairman & Managing Director DIN : 00037518

Kanwaljit S. Nagpal Director DIN : 00012201

Murad M. Moledina Chief Financial Officer Place: Mumbai Date: May 27, 2022

Monica T. Gandhi Company Secretary

82 Annual Report 2021–22

Standalone Statement of changes in equity

(All amounts are in INR lakhs, unless stated otherwise) Particulars Balance as at April 1, 2020 Changes in equity shares during the year Balance as at March 31, 2021 Changes in equity shares during the year Balance as at March 31, 2022	3,510.45	B. Other equity (All amounts are in INR lakhs, unless stated otherwise) Particulars Reserves and surplus Other comprehensive income Total equity Securities premium Capital reserves Capital redemption reserves General Reserves Debenture Redemption Reserves Employee Stock options (Net) Balance in Statement of Proft and Loss Remeasurement of defned beneft obligations	B. Other equity (All amounts are in INR lakhs, unless stated otherwise) Particulars Reserves and surplus Other comprehensive income Total equity Securities premium Capital reserves Capital redemption reserves General Reserves Debenture Redemption Reserves Employee Stock options (Net) Balance in Statement of Proft and Loss Remeasurement of defned beneft obligations	97,127.98 15,637.17 5,688.38	1,18,453.53 45,198.82 (14,040.00)	1,49,612.35	See the accompanying notes to fnancial statements In terms of our report attached For CNK & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration no.:101961 W/W-100036 Raj K. Chandaria Kanwaljit S. Nagpal Murad M. Moledina Monica T. Gandhi D.P. Sapre Chairman and Managing Director Director Chief Financial Ofcer Company Secretary Partner DIN : 00037518 DIN : 00012201 Membership no.:40740 Place: Mumbai Place: Mumbai Date: May 27, 2022 Date: May 27, 2022
			Remeasurement of defned beneft obligations	(150.41) 40.53 -	(109.88) 8.79 -	**(101.09) **
	Equity share capital 3,397.12 113.33 3,510.45 -
			Balance in Statement of Proft and Loss	49,872.82 15,596.64 (4,144.00)	61,325.46 45,190.03 (14,040.00)	92,475.49
			Employee Stock options (Net)	12,641.62 - (12,641.62)	- - -	-
			Debenture Redemption Reserves	- - -	- - -	-
			General Reserves	17,360.82 - -	17,360.82 - -	17,360.82
			Capital redemption reserves	131.37 - -	131.37 - -	131.37
			Capital reserves	53.99 - -	53.99 - -	53.99
			Securities premium	17,217.77 - 22,474.00	39,691.77 - -	39,691.77
				Balance as at March 31, 2020 Total comprehensive income Addition/ reduction during the year (Refer note 22)	Balance as at March 31, 2021 Total comprehensive income Addition/ reduction during the year (Refer note 22)	Balance as at March 31, 2022

Notes to the Standalone Financial Statements 83

Notes to the Standalone Financial Statements

1 General information

Aegis Logistics Limited (‘the Company’) having its registered office at 502, Skylon, G.I.D.C., Char Rasta, Vapi - 396 195, Dist. Valsad, Gujarat and corporate office at 1202, 12th Floor, Tower B, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400 013, was incorporated on June 30, 1956 vide certificate of incorporation No. L63090GJ1956PLC001032 issued by the Registrar of Companies, Gujarat.

The Company is in the business of import and distribution of Liquified Petroleum Gas (LPG) and storage and terminalling facility for LPG and chemical products. The Company has storage facilities at Mumbai, Haldia, Kandla, Pipavav and Mangalore.

2 Statement of Compliance

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015.

3 Basis of preparation and presentation

“The Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 inputs are unobservable inputs for the asset or liability.

4 Functional and presentation currency

These standalone financial statements are presented in Indian Rupees which is the Company’s functional currency. All amounts have been rounded to the nearest lakh with two decimals, unless otherwise indicated.

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5 Statement of significant accounting policies

I) Foreign currencies

Foreign currency transactions

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent measurement

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at the fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

II) Property, plant and equipment

• i) Items of property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises

• a) the purchase price including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.,

• b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and

• c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in Statement of Profit and Loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in Statement of Profit and Loss.

On transition to Ind AS, the Company has elected to continue with the carrying value of all its property plant and equipment recognised as at April 01, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment

Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest if any.

ii) Subsequent expenditure:

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during the reporting period in which they are incurred.

Notes to the Standalone Financial Statements 85

iii) Depreciation / amortization

Depreciation is recognised so as to write off the cost of assets less their residual values over their estimated useful lives, using the straight line method. Useful life of the asset is taken, as specified in Schedule II of the Companies Act, 2013.

Depreciation on additions during the year has been provided on prorata basis from the date of such additions. Depreciation on assets sold, discarded or demolished has been provided on prorata basis.

Leasehold assets are amortized over the primary period of lease or its useful life, whichever is shorter on a straight line basis.

III) Intangible assets

Intangible assets are recognized, only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

Computer software is amortized on straight line basis over a period of its estimated useful life, however not exceeding 5 years.

IV) Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in statement of profit and loss.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss has been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in Statement of Profit and Loss.

V) Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and liabilities are initially measured at fair value. Transactions costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.

Financial Assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

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i) Classification of financial assets

Debt Instruments at Amortised Cost

• A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

Debt Instruments at FVOCI

A ‘debt instrument’ is measured at the fair value through other comprehensive income(FVOCI) if both the following conditions are met:

• a) The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. For assets classified as subsequently measured at FVOCI, interest revenue, expected credit losses, and foreign exchange gains or losses are recognised in Statement of Profit and Loss. Other gains and losses on remeasurement to fair value are recognised in OCI. On derecognition, the cumulative gain or loss previously recognised in OCI is reclassified from equity to Statement of Profit and Loss.

Debt instrument at fair value through profit and loss (FVTPL)

Any debt instrument, which does not meet the criteria for categorisation as at amortized cost or as FVOCI, is classified as at FVTPL. In addition, the Company may elect to classify a debt instrument, which otherwise meets amortized cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

ii) Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company decides to classify the same either as at FVOCI or FVTPL. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable

If the Company decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss.

In accordance with Ind AS 27 Company has elected the policy to account investments in subsidiaries at cost.

Notes to the Standalone Financial Statements 87

iii) Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain of loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of the transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

iv) Impairment of financial assets

Financial assets of the Company comprise of trade receivable and other receivables consisting of loans, deposits, input credit receivables and bank balance. An impairment loss for trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Impairment losses if any, are recognised in Statement of Profit and Loss for the year.

v) Financial liabilities and equity instruments

Financial instruments with a contractual obligation to deliver cash or another financial assets is recognised as financial liability by the Company.

i) Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

ii) Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in Statement of Profit and Loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

iii) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

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Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either contingent consideration recognised by the Company as an acquirer in a business combination to which Ind AS 103 applies or is held for trading or it is designated as at FVTPL.

• A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short term profit taking; or

• it is derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration recognised by the Company as an acquirer in a business combination to which Ind AS 103 applies, may be designated as at FVTPL upon initial recognition if:

• such designation eliminated or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the grouping in provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire combined contract to be designated as at FVTPL in accordance with Ind AS 109.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in Statement of Profit and Loss. The net gain or loss recognised in Statement of Profit and Loss incorporates any interest paid on the financial liability and in included in the ‘Other income’ line item.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’ line item.

The effective interest method is method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.

iv) Derecognition

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.

Notes to the Standalone Financial Statements 89

v) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

VI) Derivative financial instruments

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including cross currency interest rate swaps. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship and the nature of the hedged item.

Hedge accounting

The Company designates derivatives as hedging instruments in respect of foreign currency risk as fair value hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.

Fair value hedges

Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in profit or loss in the line item relating Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it to the hedged item.no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.

VII) Borrowing cost

Borrowing costs are interest and other costs that the Company incurs in connection with the borrowing of funds and is measured with reference to the Effective Interest Rate (EIR) applicable to the respective borrowing. Borrowing costs include interest costs measured at EIR and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are attributable to acquisition or construction of qualifying assets are capitalized as a part of cost of such assets till the time the asset is ready for its intended use. A qualifying assets is the one that necessarily takes substantial period of time to get ready for intended use. Other borrowing costs are recorded as an expense in the Profit and loss account in the year in which they are incurred.

VIII) Leases

The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.

The Company as a lessee

The Company assesses, whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract involves–

• a) the use of an identified asset,

• b) the right to obtain substantially all the economic benefits from use of the identified asset, and

• c) the right to direct the use of the identified asset.

90 Annual Report 2021–22

The Company at the inception of the lease contract recognizes a Right-of-Use (RoU) asset at cost and a corresponding lease liability, for all lease arrangements in which it is a lessee, except for leases with term of less than twelve months (short term) or low-value assets.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised

The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets.

Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the valuein-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

For lease liabilities at inception, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate.

The Company recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in the Statement of profit and loss.

For short-term or low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the lease term.

Lease liability has been presented in Balance Sheet and ROU asset has been presented in Note 8A “Property, Plant and Equipment” and lease payments have been classified as financing cash flows.

The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Contracts in which all the risks and rewards of the lease are substantially transferred to the lessee are classified as a finance lease. All other leases are classified as operating leases.

Leases, for which the Company is an intermediate lessor, it accounts for the head-lease and sublease as two separate contracts. The sub-lease is classified as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease.

IX) Inventories

Inventories are carried at lower of cost and net realisable value. Cost is determined by using the First in First Out formula. Costs comprise all cost of purchase, cost of conversion and cost incurred in bringing the inventory to their present location and condition other than taxes that are subsequently recoverable by the Company from tax authorities.

X) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

Notes to the Standalone Financial Statements 91

XI) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable.

Sale of goods

Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

• the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

• the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the Company; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Service revenue is recognised based on contract terms and on time proportion basis as applicable and excludes Goods and Services Tax.

XII) Other income

Dividend and Interest income

Dividend income is recognised when right to receive payment has been established. Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

XIII) Retirement and other employee benefits

i) Short term employee benefits

Short-term employee benefits are expensed as the related service is provided at the undiscounted amount of the benefits expected to be paid in exchange for that service. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

ii) Post Employment Employee Benefits

Retirement benefits to employees comprise payments to government provident funds, gratuity fund, leave encashment and superannuation fund (for eligible employees).

Defined contribution plans

Retirement benefits in the form of provident fund and superannuation fund are a defined contribution scheme and the contributions are charged to the Statement of Profit and Loss as incurred.

Defined benefit plans

Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year.

The Company’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

92 Annual Report 2021–22

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in statement of profit and loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in Statement of Profit and Loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Other long term benefits

Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. Actuarial gains/losses are recognized in the other comprehensive income.

XIV) Taxation

Income tax expenses represents the sum of the tax currently payable and deferred tax.

i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the standalone financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Notes to the Standalone Financial Statements 93

The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

iii) Current and deferred tax for the year

Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

XV) Provisions, contingent liabilities and contingent assets

A provision is recognized when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the notes to the financial statements. Contingent assets are not recognized in the financial statements

Further, long term provisions are determined by discounting the expected future cash flows specific to the liability. The unwinding of the discount is recognised as finance cost. A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.

XVI) Share-based payment arrangements

Equity-settled share-based payments to employees of the Company are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments to employees is recognised as deferred employee compensation and is expensed in the Statement of Profit and Loss over the vesting period with a corresponding increase in employee stock option outstanding in other equity.

At the end of each year, the Company revisits its estimate of the number of equity instruments expected to vest and recognizes any impact in profit or loss, such that the cumulative expense reflects the revised estimate, with a corresponding adjustment in other equity.

XVII) Operating cycle

Classification of Assets and Liabilities as Current and Non-Current: All assets and liabilities are classified as current or noncurrent as per the Company’s normal operating cycle, and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time lag between the acquisition of assets for processing and their realisation in cash and cash equivalents, 12 month period has been considered by the Company as its normal operating cycle.

XVIII) Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.

6 Critical accounting judgments and key sources of estimation uncertainty and recent pronouncements :

A Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with Ind AS requires the Company’s Management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities recognised in the financial statements that are not readily apparent from other sources.

The judgements, estimates and associated assumptions are based on historical experience and other factors including estimation of effects of uncertain future events that are considered to be relevant. Actual results may differ from these estimates.

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The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the critical judgements and estimations that have been made by the Management in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements and/or key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a) Property, plant and equipment :

Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalised. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the Company assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

b) Recognition and measurement of defined benefit obligations :

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

7 Standards Issued But Not Effective :

On March 23, 2022, the Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting Standards) Amendment Rules, 2022. This notification has resulted into amendments in the following existing accounting standards which are applicable to Company from April 1, 2022.

• i. Ind AS 101 – First time adoption of Ind AS

• ii. Ind AS 103 – Business Combination

• iii. Ind AS 109 – Financial Instrument

• iv. Ind AS 16 – Property, Plant and Equipment

• v. Ind AS 37 –Provisions, Contingent Liabilities and Contingent Assets

Application of above standards are not expected to have any significant impact on the Company’s financial statements.

Notes to the Standalone Financial Statements 95

Description Gross block Accumulated depreciation Net block As at April 1, 2021 Additions Deductions As at March 31, 2022 Upto March 31, 2021 Charge for the year Deductions Upto March 31, 2022 As at March 31, 2022	As at March 31, 2022	29711.97 29,052.26 8,146.55 96,300.82 225.54 390.86 196.06	1,64,024.06	11,598.57	Property, plant and equipment - As at March 31, 2021 Description Gross block Accumulated depreciation Net block As at April 1, 2020 Additions Deductions As at March 31, 2021 Upto March 31, 2020 Charge for the year Deductions Upto March 31, 2021 As at March 31, 2021	Freehold land - - - 29,711.97 - - - - 29,711.97 Right-of-use Assets -Land 29,773.00 590.22 - 30,363.22 1,438.76 1,442.55 - 2,881.31 27,481.91 Building 7,253.53 29.40 - 7,282.93 1,104.94 385.52 - 1,490.46 5,792.47 Plant and equipment 54,005.84 3,996.03 - 58,001.87 6,430.59 2,491.12 - 8,921.71 49,080.16 Ofce equipment 297.68 36.06 - 333.74 156.23 48.06 - 204.29 129.45 Furniture and fxtures 737.71 63.21 - 800.92 351.00 76.94 - 427.94 372.98 Vehicles 284.47 60.68 28.93 316.22 112.47 39.37 20.25 131.59 184.63	Total 1,22,064.20 4,775.60 28.93 1,26,810.87 9,593.99 4,483.56 20.25 14,057.30 1,12,753.57	Capital work-in-progress 43,521.88
	Upto March 31, 2022	- 4,435.80 1,923.65 11,700.16 267.08 517.07 163.93	19,007.69
	Upto March 31, 2021 Charge for the year Deductions	- - - 2,881.31 1,554.49 - 1,490.46 433.19 - 8,921.71 2,778.45 - 204.29 62.79 - 427.94 89.13 - 131.59 38.37 6.03	14,057.30 4,956.42 6.03
	As at March 31, 2022	29,711.97 33,488.06 10,070.20 1,08,000.98 492.62 907.93 359.99	1,83,031.75
		Freehold land 29,711.97 - - Right-of-use Assets -Land 30,363.22 3,124.84 - Building 7,282.93 2,787.27 - Plant and equipment 58,001.87 49,999.11 - Ofce equipment 333.74 158.88 - Furniture and fxtures 800.92 107.01 - Vehicles 316.22 52.56 8.79	Total 1,26,810.87 56,229.67 8.79	Capital work-in-progress

96 Annual Report 2021–22

(All amounts are in INR lakhs, unless stated otherwise) Particulars For the year ended March 31, 2022 For the year ended March 31, 2021	4,483.56 564.42	3,919.14	33.78	3,952.92	Note 8C (1) The Property Plant & Equipment of the Company have been provided as security to the banks for term loans, NCD etc. and to the consortium of banks by way of pari-pasu frst charge for working capital limits availed by the Company [Refer note 23] (2) Buildings include Rs. 5.58 lakh (Previous year Rs. 5.58 lakh) for premises in a Co-operative Society against which the shares of the face value of Rs. 500 are held under the bye-laws of the society. (3) Additions to capital work-in-progress include borrowing cost capitalised during the year of Rs. 684.32 lakh (Previous year Rs. 2,003.81 lakh) and interest expenses on lease liabilities of Rs. 1,151.78 lakh (Previous year Rs. 1,247.50 lakh). (4) Refer note 53 related to Business Transfer Agreements.	Note 8D Capital Work in Progress ageing schedule:	Projects in progress Less than 1 year 1-2 years 2-3 years More than 3 years Total	As at March 31, 2022 10,366.77 507.05 509.61 215.14 11,598.57	As at March 31, 2021 31,481.28 10,027.79 181.47 1831.34 43,521.88	Note: The Company does not have any temporarily suspended project or any capital-work-in progress whose completion is overdue or has exceeded its cost compared to its original plan.
	4,956.42 461.42	4,495.00	31.95	4,526.95
	Depreciation on property, plant and equipment Less: Capitalised and included under CWIP		Amortisation (Refer Total Note 9)	Total

Notes to the Standalone Financial Statements 97

Intangible assets - As at March 31, 2022 (All amounts are in INR lakhs, unless stated otherwise) Description Gross block Accumulated amortisation Net block As at April 1, 2021 Additions Deductions As at March 31, 2022 Upto March 31, 2021 Charge for the year Deductions Upto March 31, 2022 As at March 31, 2022	As at March 31, 2022	57.55	57.55	Intangible assets - As at March 31, 2021 Description Gross block Accumulated amortisation Net block As at April 1, 2020 Additions Deductions As at March 31, 2021 Upto March 31, 2020 Charge for the year Deductions Upto March 31, 2021 As at March 31, 2021	Computer software 212.26 8.26 - 220.52 127.47 33.78 - 161.25 59.27	Total 212.26 8.26 - 220.52 127.47 33.78 - 161.25 59.27
	Upto March 31, 2022	193.20	193.20
	Upto March 31, 2021 Charge for the year Deductions	161.25 31.95 -	161.25 31.95 -
	As at March 31, 2022	250.75	250.75
		Computer software 220.52 30.23 -	Total 220.52 30.23 -

98 Annual Report 2021–22

Note 10

Investment in subsidiaries

(Trade, Unquoted at cost)

(Trade, Unquoted at cost)
	(All amounts are in INR lakhs, unless	stated otherwise)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Non-Current
Equity shares
In subsidiary companies (Refer note 10.1 and 10.2) 3,678.94		4,620.30
Preference Shares
In subsidiary companies - Aegis Vopak Terminal Limited
0.1% Non-cumulative Compulsory Convertible Preference Shares (CCPS) of Rs.10/-each 10.00		-
Total	3,688.94	4,620.30

Note 10.1

Details of non current investments - Equity shares as at March 31, 2022

Name of the subsidiaries	Number of	Face value	Total	Proportion	Principal activities
	shares	(Rs. Unless		of ownership
		stated)		interest held
Sea Lord Containers Limited	12,50,000	10	1,021.90	100%	Storage services
Eastern India LPG	10,007	10	46.56	100%	Storage services
Company Private Limited
Aegis Group International	12,806	1	6.01	60%	Trading of Liquifed
Pte Limited (US$ 1 each)					Petroleum Gas
Aegis Vopak Terminals	5,10,000	10	51.00	100%	Storage services
Limited
Aegis Gas (LPG) Private Limited	3,23,81,000	10	2,478.62	100%	Storage services and Trading of Liquifed
					Petroleum Gas
Aegis International Marine	1,00,000	1	74.85	100%	Trading of bunker
Services Pte Limited (US$					fuels
1 each)
Total			3,678.94

Details of non current investments - Equity shares as at March 31, 2021

Name of the subsidiaries	Number of	Face value	Total	Proportion	Principal activities
	shares	(Rs. Unless		of ownership
		stated)		interest held
Sea Lord Containers	12,50,000	10	1,021.90	100%	Storage services
Limited
Eastern India LPG	10,000	10	46.56	100%	Storage services
Company Private Limited
Konkan Storage Systems	1,00,000	10	983.96	100%	Storage services
(Kochi) Private Limited
Aegis Group International	12,806	1	6.01	60%	Trading of Liquifed
Pte Limited (US$ 1 each)					Petroleum Gas
Aegis Gas (LPG) Private	3,23,81,000	10	2,487.02	100%	Storage services
Limited					and Trading of Liquifed Petroleum
					Gas
Aegis International Marine	1,00,000	1	74.85	100%	Trading of bunker
Services Pte Limited (US$					fuels
1 each)
Total			4,620.30

Notes to the Standalone Financial Statements 99

Note 10.2

1. Corporate guarantees given on behalf of Aegis Gas (LPG) Private Limited (AGPL) and Hindustan Aegis LPG Limited (HALPG), without charging any fee is recognised at a value which represents a fee which would have been charged by a bank for issuing a similar guarantee to the subsidiary. Such value determined is recognised as deemed investment in the Company with the corresponding liability amortised to the Statement of Profit and Loss over the term of the guarantee.

2. Interest free loans given to the subsidiaries are recognised at fair value on initial recognition and consequently the difference between the transaction value and fair value is recognised as deemed investments by the Company.

3. In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

Note 11

Other investments

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Investments in Government Securities (unquoted)	0.48	0.48
Investments in EquityInstruments(quoted)	0.03	0.03
Total	0.51	0.51

Note 11.1

Non current financial assets - Investments

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at March 31, 2022 As at March 31, 2021
	Number Total Number Total
Investments in Government Securities (unquoted) Government Securities of the Face Value of Rs.0.48 lakh(Deposited with Government Authorities)	0.48 0.48
Investments in Equity Instruments (quoted) JIK Industries Limited of Rs. 10/- each	0.48 0.48 289 0.03 289 0.03
	0.03 0.03

Note 11.2

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Aggregate value of
a) Quoted investments - Cost	0.29	0.29
b) Quoted investments - Market Value	0.00	0.00
c) Unquoted investments	0.48	0.48
d)Provisions for impairment in the value of investments	0.26	0.26

100 Annual Report 2021–22

Note 12

Loans

(Unsecured and considered good)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Loans and advances to Related Parties: Eastern India LPG Company Private Limited 71.75	65.68
Aegis Vopak Terminals Limited 9,810.00	-
Loan to Employees -	15,123.97
Total 9,881.75	15,189.65

Note 13

Income tax assets

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Advance Tax(Net of Provision for Tax)	2,967.13	3,006.40
Total	2,967.13	3,006.40

Note 14

Other non-current assets

(Unsecured and considered good )

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Capital Advances	473.85	2,097.55
Input tax credit receivables	2,250.02	1,732.70
Total	2,723.87	3,830.25

Note 15

Inventories

(At lower of cost and net realisable value)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Stock in trade: - Liquefed Petroleum Gas 5,271.10	3,473.13
- Others - Machinery for Autogas Dispensing Station 309.40	169.32
Consumables,stores & spares and others 816.49	535.47
Total 6,396.99	4,177.92

Notes to the Standalone Financial Statements 101

Note 16

Trade receivables (Unsecured)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Considered Good	10,381.99	5,967.28
Trade receivables - credit impaired	138.90	211.74
	10,520.89	6,179.02
Less: Loss allowance	138.90	211.74
Total	10,381.99	5,967.28

16.1 The carrying amounts of trade receivables as at the reporting date approximate fair value. Trade receivables are non-interest bearing. Also refer note 42.1 for ageing of trade receivables.

Note 17

Cash and cash equivalents

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Bank balances
- Current accounts	2,319.47	2,102.84
- Deposit accounts	2,906.93	325.79
Cash on hand	11.62	15.44
Total	5,238.02	2,444.07

Note 18

Other bank balances

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
In earmarked accounts: - Deposit accounts (Refer note 18.1)	2,947.98	2,915.44
- Margin money (Refer note 18.2)	131.91	126.34
- Unpaid dividend accounts	406.04	381.38
Total	3,485.93	3,423.16
Note 18.1
Deposits placed with the bank as security against	2,947.98	2,915.44
borrowings
Loan outstandingagainst above at theyear end	-	366.44
Note 18.2
Margin money against guarantees and other commitments	4.34	-

102 Annual Report 2021–22

Note 19

Other Current Financial Assets (Unsecured and considered good)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Receivable from related parties: Aegis Vopak Terminals Limited 0.85	-
Sealord Containers Limited 488.11	-
Konkan Storage Systems (Kochi) Private Limited -	16.57
Aegis Gas (LPG) Private Limited 11,476.23	5,008.67
Unbilled Revenue 1,459.43	862.53
Insurance claim receivable 453.90	448.68
Deposit with Government authorities 20.96	32.96
Interest accrued on deposits with bank and others 138.34	143.40
Others 71.61	71.61
Total 14,109.43	6,584.42

Note 20

Other current assets

(Unsecured, considered good unless otherwise stated)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Advance to suppliers 1,753.20	813.76
Advance given to Maharashtra Pollution Control Board 269.70	269.97
Input tax credit receivables 5,737.95	4,428.48
Prepaid expenses 3,196.27	233.68
Balance with statutory authorities 448.37	448.37
Total 11,405.49	6,194.26

Notes to the Standalone Financial Statements 103

Note 21

Equity share capital

Equity share capital
Particulars	(All amounts are in INR lakhs, unless stated otherwise) As at March 31, 2022 As at March 31, 2021
	Number Amount Number Amount
[a] Authorised share capital Equity shares of the par value of Rs.1/-each 13.5 % Cumulative Redeemable Preference shares of the par value of Rs.100/- each Redeemable Preference shares of thepar value of Rs.10/- each	52,00,00,000 5,200.00 52,00,00,000 5,200.00 1,00,000 100.00 1,00,000 100.00 60,00,000 600.00 60,00,000 600.00
Total	52,61,00,000 5,900.00 52,61,00,000 5,900.00
[b] Issued, subscribed and paid up Equity shares of Rs.1/- each Add: Forfeited shares (amount originally paid up)	35,10,00,000 3,510.00 35,10,00,000 3,510.00 0.45 0.45
Total	35,10,00,000 3,510.45 35,10,00,000 3,510.45
[c] Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year: As at March 31, 2022 As at March 31, 2021 Number Amount Number Amount
	Number Amount Number Amount
Shares outstanding as at the beginning of the year Shares allotted under ESPP scheme (Refer Note 44)	35,10,00,000 3,510.00 33,96,66,667 3,396.67 - - 1,13,33,333 113.33
Shares outstanding as at the end of theyear	35,10,00,000 3,510.00 35,10,00,000 3,510.00

[d] Rights, preferences and restrictions attached to equity shares :

• a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

• b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

• c) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the Company.

[e] Details of shareholders holding more than 5% of the aggregate shares in the Company:

Name of the shareholder	As at March 31, 2022 As at March 31, 2021
	Number Percentage Number Percentage
Equity shares of Rs. 1/- each fully paid Huron Holdings Limited Trans Asia Petroleum Inc	11,11,60,570 31.67% 11,11,60,570 31.67% 9,26,53,553 26.40% 9,15,05,438 26.07%

104 Annual Report 2021–22

[f] Details of share held by the promoters :

Name of the shareholder	As at March 31, 2022 As at March 31, 2021
	Number Percentage Number **Percentage **
Equity shares of Rs.1/- each fully paid Huron Holdings Limited - % Change during the year Trans Asia Petroleum Inc - % Change during the year Asia Infrastructure Investment Limited - % Change duringtheyear	11,11,60,570 31.67% 11,11,60,570 31.67% 0.00% -1.06% 9,26,53,553 26.40% 9,15,05,438 26.07% 0.33% -0.87% 10,000 0.00% 10,000 0.00% 0.00% 0.00%

Note 22

Other equity
Securities Premium
(All amounts are	in INR lakhs, unless	stated otherwise)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	39,691.77	17,217.77
Addition on issue of equityshares	-	22,474.00
Balance as at the end of theyear	39,691.77	39,691.77
Capital reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginningof theyear	53.99	53.99
Balance as at the end of theyear	53.99	53.99
Capital reserve (Demerger)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginningof theyear	131.37	131.37
Balance as at the end of theyear	131.37	131.37
General Reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	17,360.82	17,360.82
Add: Transferred from Debenture redemption reserve	-	-
Balance as at the end of theyear	17,360.82	17,360.82

Notes to the Standalone Financial Statements 105

Stock options outstanding

Stock options outstanding
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	-	22,474.00
Less: Transferred to securities premium reserve upon	-	(22,474.00)
exercise of stock options
Balance as at the end of theyear	-	-

Balance in Statement of Proft and Loss
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	61,325.46	49,872.82
Proft for the year	45,190.03	15,596.64
Final Dividend	(7,020.00)	(4,144.00)
Interim Dividend	(7,020.00)	-
Balance as at the end of theyear	92,475.49	61,325.46
Other comprehensive income
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	(109.88)	(150.41)
Additions duringtheyear	8.79	40.53
Balance as at the end of theyear	(101.09)	(109.88)
Total	1,49,612.35	1,18,453.53

Note 22.1 : Description of nature and purpose of each reserve:

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the year 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. Debenture redemption reserve represents reserve created out of profit/ retained earnings in respect of debentures to be redeemed.

5. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

6. Stock options outstanding account relates to the stock options granted by the Company to employees under an Employees Stock Purchase Plan 2019 (Refer note 44).

106 Annual Report 2021–22

Note 23

Borrowings

	(All amounts are	in INR lakhs, unless stated otherwise)	in INR lakhs, unless stated otherwise)
Particulars		As at	As at
		March 31, 2022	March 31, 2021
Non-Current
Secured Loans
A)	From banks Loan from HDFC Bank Limited (Refer note 23.1.1 (ii))	-	1,250.00
	Loan from HDFC Bank Limited (Refer note 23.1.1 (iii)	-	250.00
	Supplier's-Credit- DBS Bank Limited (Refer note 23.1.1 (iv))	3,208.23	5,610.56
	Supplier's-Credit- HDFC Bank Limited (Refer note 23.1.1 (v))	3,161.26	4,063.76
B)	Unsecured Loans Loans from related parties: Sealord Containers Limited (Refer note 23.1.1 (vi))	1,800.00	-
Total		8,169.49	11,174.32
Current
A)	Secured Loans Supplier's-Credit- HDFC Bank Limited (Refer note 23.1.1	1,487.07	-
	(v)) Buyer's Credit from Banks (Refer note 23.1.2 (i))	-	3,706.49
	Bank overdrafts (Refer note 23.1.2 (ii)) Current maturities of long-term secured Loan: Supplier's-Credit- HDFC Bank Limited (Refer note 23.1.1 (v))	- 1,554.23	362.95 -
	Supplier's-Credit- DBS Bank Limited (Refer note 23.1.1 (iv))	922.64	-
	Loan from HDFC Bank (Refer note 23.1.1 (i))	-	350.00
	Loan from HDFC Bank (Refer note 23.1.1 (ii))	-	2,500.00
	Loan from HDFC Bank (Refer note 23.1.1 (iii))	-	500.00
B)	Unsecured Loans Loan from CITI Bank (Refer note 23.1.3 (i))	3,500.00	2,000.00
	Loan from HSBC Bank (Refer note 23.1.3 (ii))	5,500.00	4,000.00
	Loan from Kotak Bank Limited (Refer note 23.1.3 (iii))	-	1,500.00
	Loan from QN Bank Limited (Refer note 23.1.3 (iv))	3,100.00	1,000.00
	Loan from HDFC Bank Limited (Refer note 23.1.3 (v))	-	4,500.00
	Supplier's-Credit- Kotak Mahindra Bank (Refer note	4,872.86	70.57
	23.1.3 (vi)) Supplier's-Credit- HDFC Bank Limited (Refer note 23.1.1 (xi))	5,755.42	-
	Buyer's Credit from Axis Banks (Refer note 23.1.1 (x))	457.97	-
	Buyer's Credit - DBS Bank Limited (Refer note 23.1.3 (vii))	-	1,521.54
	Supplier's-Credit- Axis Bank Limited (Refer note 23.1.3 (viii)) Current maturities of long-term Unsecured Loan: Loan from HDFC Bank(Refer note 23.1.3(ix))	3,805.41 -	3,498.71 2,500.00
Total		30,955.60	28,010.26

Notes to the Standalone Financial Statements 107

Note 23.1

Terms of borrowings

1) Non- Current Loans from banks are secured by way of :

• (i) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR.

Loan from HDFC Bank Limited is repayable in 10 equal quarterly instalments commencing twelve months from disbursement date viz, March 29, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

• (ii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, July 31, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

• (iii) Loan from HDFC Bank Limited carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank Limited is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, August 09, 2019

Loan from HDFC Bank Limited is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

• (iv) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

• (v) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

• (vi) Loan from SCL carries an interest rate of 6% p.a. and is repayable 24 months from the date of disbursement

2) Current Loans from banks are secured by way of :

• (i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

• (ii) Overdraft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

3) Unsecured Loans

• (i) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.50% p.a.

• (ii) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.35-5.55% p.a.

• (iii) Loans taken from Kotak Mahindra Bank are repayable within 90 days and carries an interest rate of 5.60% p.a.

108 Annual Report 2021–22

• (iv) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate between 5.25-5.45% p.a

• (v) Loan taken from HDFC Bank is repayable within 11 months and carries an interest rate of 5.60% p.a.

• (vi) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate between 5.55-5.6% p.a.

• (vii) Buyer’s credit from DBS Bank Limited are repayable within 90 days.

• (viii) Suppliers credit from Axis Bank Limited is availed for a period less than 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

• (ix) Loan from HDFC Bank Limited is repayable within 13 months and carries an interest rate of 6.90% p.a.

• (x) Buyer’s credit from Axis Bank Limited are repayable within 90 days.

• (xi) Suppliers credit from HDFC Bank is repayable within 60 days and carries an interest rate between 5.25-5.40% p.a.

Note 24

Other financial liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Deposits from dealers	832.17	721.64
Total	832.17	721.64

Note 25

Provisions

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Non-current Employee benefts: - Gratuity (Refer note 47) 837.35	818.58
- Compensated absences 389.53	250.32
Total -(A) 1,226.88	1,068.90
Current Employee benefts: - Gratuity (Refer note 47) 238.36	194.04
- Compensated absences 219.84	98.42
Total -(B) 458.20	292.46
Total(A)+(B) 1,685.08	1,361.36

Notes to the Standalone Financial Statements 109

Note 26

Other non-current liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Income received in advance	92.19	112.01
Advance received from Sealord Containers Limited *	-	2,823.33
Total	92.19	2,935.34

• towards part contribution for a proposed project to be executed jointly with the Company.

Note 27

Trade payables

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Total outstanding dues of creditors of micro enterprises and	84.22	23.97
small enterprises (Refer note 27.1)
Total outstanding dues of creditors other than micro	3,831.87	3,436.96
enterprises and small enterprises
Total	3,916.09	3,460.93

110 Annual Report 2021–22

Note 27.1

The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company The amount of principal and interest outstanding at the year end are given below:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
1. Principal amount 212.97	20.56
2. Interest due thereon remaining unpaid to any supplier 3.74	0.27
as at the end of year 3. Amount of interest paid by the buyer in terms of 811.71	130.86
section 16 of the Micro Small and Medium Enterprise Development Act, 2006, along with the amounts of the payment made to the supplier beyond the appointed day during the year 4. Amount of interest due and payable for the period of -	3.14
delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specifed under Micro Small and Medium Enterprise Development Act, 2006 5. Amount of interest accrued and remaining unpaid at 7.15	3.41
the end of year 6. Amount of further interest remaining due and payable 0.46	0.21
even in the succeeding years, until such date when the interest due as above is actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the of the Micro Small and Medium Enterprise Development Act, 2006 Total outstanding dues of micro enterprises and small 220.12	23.97
enterprises [1+5]
Less: Amount payable under Capital contracts included in (135.90)	-
above
Total outstanding dues of micro enterprises and small 84.22	23.97
enterprises

Note 27.2 - Refer note 42.2 for Ageing of trade payables

Notes to the Standalone Financial Statements 111

Note 28

Other Financial Liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Interest accrued but not due on borrowings	40.39	-
Unpaid dividends	405.83	381.38
Unpaid matured deposits and interest accrued thereon	1.21	1.36
Financial liabilities on account of derivatives	61.12	128.47
Payable to Hindustan Aegis LPG Limited	62.92	-
Amount payable under Capital contracts	1,987.77	2,525.87
Commission payable to the Vice Chairman and Managing	687.07	687.07
director (net of TDS)
Others	30.23	34.90
Total	3,276.54	3,759.05

Note 29

Other current liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Income received in Advance	16.99	17.63
Advance Storage Rentals	236.51	467.42
Advance from customers	1,246.53	1,370.85
Statutorydues	1,010.08	989.32
Total	2,510.11	2,845.22

Note 30

Current tax liabilities (net)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Provision for Tax(Net of Advance Tax) 2,392.87	-
Total 2,392.87	-

112 Annual Report 2021–22

Note 31

Revenue from operations

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Sales - Traded Goods: - Liquifed Petroleum Gas (Refer note 31.1) 85,327.29 - Others - Machinery for Autogas Dispensing Station (includingstores and spares) 142.18	38,395.97 1,035.32
85,469.47	39,431.29
Service Revenue: - Liquid Terminal Division 21,715.32	17,947.04
- Gas Terminal Division 15,365.99	12,900.92
37,081.31	30,847.96
Other operating revenue - Lease Rental 114.34	94.97
- Commission income 133.30	116.11
Total 1,22,798.42	70,490.33

Note 31.1

Reconciliation of revenue recognised with the contracted price is as follows:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Contracted Price	85,564.30	38,546.82
Adjustment for: Discount	(237.02)	(150.85)
Sale of Goods	85,327.29	38,395.97

Note 32

Other Income

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Interest income from: - Fixed deposits (at amortised cost) 2,020.16	1,539.38
- Other fnancial assets (at amortised cost) 56.77 - Loan to Subsidiary 51.84	54.77 -
'- Income tax refund 285.85	51.16
Dividend income from: - On Investments - subsidiaries (at cost) 23,407.83	5,242.17
Corporate guarantee commission 8.40	17.17
Sundry credit balances written back (net) 1.31	496.46
Provision for doubtful debts and advances written back 72.84	242.69
Miscellaneous Income 347.78	601.50
Total 26,252.78	8,245.30

Notes to the Standalone Financial Statements 113

Note 33

Purchases of Stock in Trade

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
- Liquifed Petroleum Gas	76,885.74	33,547.75
- Others - Machineryfor Autogas DispensingStation	176.54	40.90
Total	77,062.28	33,588.65

Note 34

Changes in inventories of stock in trade

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Opening stock :
Stock in trade - Liquifed Petroleum Gas	3,473.13	1,925.35
Stock in trade - Other	169.32	254.75
Closing stock :
Stock in trade - Liquifed Petroleum Gas	(5,271.10)	(3,473.13)
Stock in trade - Other	(309.40)	(169.32)
(Increase)	(1,938.05)	(1,462.35)

Note 35

Employee benefits expense

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Salaries and wages	4,291.99	2,659.20
Contribution to provident and other funds	506.52	404.43
Staf welfare expenses	175.88	239.48
Total	4,974.39	3,303.11

Note 36

Finance costs

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Interest on borrowings	260.77	281.02
Corporate Guarantee Commission	-	8.77
Interest on Lease liability	1,377.28	1,169.33
Others	237.51	89.36
Total	1,875.56	1,548.48

114 Annual Report 2021–22

Note 37

Other expenses

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Stores and spare parts consumed 672.78	1,118.97
Power and fuel 1,208.48	1,099.97
Labour and other charges 1,080.28	842.59
Repairs- Buildings 1.16	0.58
Repairs- Machinery 248.11	449.09
Repairs- Others 235.00	197.99
Way Leave Fees 1,018.52	987.88
Tankage Charges 732.97	595.78
Water Charges 32.61	26.85
Rates and taxes 123.69	135.95
Rent 67.04	60.57
Lease Rentals 5.87	51.52
Insurance 666.87	611.98
Legal and Professional charges 499.80	735.41
Printing and Stationery 33.61	28.44
Travelling, Conveyance and Vehicle Expenses 301.14	283.69
Communication Expenses 76.34	67.99
Provision for doubtful debts and advances -	100.00
Advertising / sales promotion 4.74	35.18
Commission on Sales 10.96	14.93
Commission to Directors (Refer Note 41) 1,200.00	1,200.00
Directors' Sitting Fees 15.71	10.98
CSR expenses ( Refer note 40) 144.00	119.50
Doubtful advances written of -	242.69
Exchange diference (net) 121.18	163.22
Loss on sale of property, plant and equipment 1.61	0.09
Bad debts written of 72.84	131.58
Loss on sale of investments in subsidiary (Refer note Note 37.2) 965.46	-
Miscellaneous expenses 531.02	469.33
Total 10,071.79	9,782.75

Note 37.1

Payment to auditors

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
As auditors	21.75	19.00
For other services- Limited review, certifcation work and	5.80	12.87
tax matters
Forgoods and services tax	4.96	5.74
	32.51	37.61

Notes to the Standalone Financial Statements 115

Note 37.2

The Company has transferred its investment in Equity shares of Konkan Storage Systems (Kochi) Private Limited for Rs. 18.50 lakh to wholly owned subsidiary company Aegis Vopak Terminals Limited.

The Company has recognised loss of Rs. 965.46 lakh which represents the difference between sale consideration of Rs.18.50 lakh and carrying value of investments as on date of sale i.e Rs. 983.96 lakh (including deemed contribution of Rs. 973.96 lakh)

Note 38

Earnings per share

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average of equity shares outstanding during the year, as under.

(All amounts are in INR lakhs, unless stated otherwise)	(All amounts are in INR lakhs, unless stated otherwise)	(All amounts are in INR lakhs, unless stated otherwise)	(All amounts are in INR lakhs, unless stated otherwise)
Particulars		For the year	For the year
		ended March	ended March
		31, 2022	31, 2021
Net proft available for equity shareholders (Rs. In lakhs)	A	45,190.03	15,596.64
Weighted average number of equity shares	B	35,10,00,000	34,44,48,402
outstanding during the year for calculating basic
earnings per share (Nos.)
Basic earnings per share (in Rs.)	A/B	12.87	4.53
Weighted average number of equity shares	B	35,10,00,000	34,44,48,402
outstanding during the year for calculating basic
earnings per share (Nos.)
Add: Weighted average number of potential equity	C	-	65,26,252
shares on account of employee stock options
Weighted average number of equity shares	D=B+C	35,10,00,000	35,09,74,654
outstanding during the year for calculating diluted
earnings per share (Nos.)
Diluted earnings per share (Rs.)	A/D	12.87	4.44
Nominal value of equityshares(Rs.)		1	1

Note 39

Contingent Liabilities and commitments:

(All amounts are in INR lakhs, unless stated otherwise)

Sr.	Particulars	As at	As at
No.		March 31, 2022	March 31, 2021
1	Primarily relates to demands received from income tax	88.97	88.97
	authorities for various assessment years, on account of
	disallowances of expenses u/s 14A of Income Tax Act,
	1961.
2	Primarily relates to demands received from sales tax	239.02	207.29
	authorities in respect of fnancial year 2016-17 and fnancial year 2017-18 due to mis-match of input tax
	credit.
3	Claims against the Company not acknowledged as	12.00	12.00
	debts
4	In respect of air pollution matters pending before	14,200.00	14,200.00
	Supreme Court.

116 Annual Report 2021–22

Note 39

Contingent Liabilities and commitments:

Note:

	Future Cashfows in respect of above are determinable
	only on receipt of Judgements / decision pending with
	various forums / authorities. The Company is hopeful of
	succeeding & as such does not expect any signifcant
	liability to crystalize.
5	Estimated amount of contracts remaining to be	1,481.00	6,407.95
	executed on Capital Account and not provided for (Net
	of Capital Advances)
6	Guarantees given to Banks against repayment of Term	2,400.00	2,400.00
	Loans, NCD and working capital facilities advanced from
	time to time to Aegis Gas LPG Private Limited, a wholly
	owned subsidiaryof the Companyto the extent of
	The amount of such facilities availed againstguarantee	1,883.00	968.47

Note 40

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read with Schedule VII) there of:

Sr.	Particulars	As at As at	As at As at
No.		March 31, 2022 March 31, 2021
a)	Amount required to be spent by the Company during	144.00 119.50
	the year.
b)	Amount of expenditure incurred during the year :
	1. Amount spent on construction/ acquisition of anyasset	- -
	2. Amount spent onpurpose other than 1 above(Refer note 1)	144.00 18.29
	3. Provision made for unspent amount.	- 101.21
		144.00 119.50
c)	Shortfall/ Excess at the end of theyear	Note 2 Note 3
d)	Amount spent against previous year (in addition to 'b'	101.21 -
	above)
e)	Total ofpreviousyears shortfall	- -
f)	Reason for shortfall	Not Applicable Note 3
g)	Nature of CSR activities	Activities under Schedule VII(Note 4)
h)	Details of relatedpartytransactions	Not Applicable
Note:
1	Excludes excess spent amount of Rs. 19.52 lakhon CSR Activities during the current FY 2021-22
	for which asset is created in the fnancial statements.
2	Aegis Logistics Limited has spent excess amount of Rs. 19.52 lakhon CSR Activities during the
	current FY 2021-22 which will be set of against the requirement to contribute towards CSR upto the immediate three succeedingfnancialyears.
3	Amount of Rs. 101.21 lakhthat were transferred to unspent CSR account on April 30, 2021 was
	pertained to ‘Ongoing projects’ for FY 2020-21,which were spent duringthe FY 2021-22.

2 3	Aegis Logistics Limited has spent excess amount of Rs. 19.52 lakhon CSR Activities during the current FY 2021-22 which will be set of against the requirement to contribute towards CSR upto the immediate three succeedingfnancialyears. Amount of Rs. 101.21 lakhthat were transferred to unspent CSR account on April 30, 2021 was pertained to ‘Ongoing projects’ for FY 2020-21,which were spent duringthe FY 2021-22.
4	1) Preventive Healthcare; 2) Ensuring environmental sustainability; 3) Livelihood enhancement
	projects; 4) Eradicating Hunger, Poverty and malnutrition; 5) Disaster management, including
	relief,rehabilitation and reconstruction activities.

.

Notes to the Standalone Financial Statements 117

Note 41

Related party disclosures:

a) List of related parties and relationships:

Sr.	Name of the related party	Relationship
No.
1	Konkan Storage Systems (Kochi) Private Limited	Wholly owned subsidiary Company
	(KCPL)
2	Eastern Ind LPG Company Private Limited (ELPG)	Wholly owned subsidiary Company
3	Aegis Group International Pte. Limited (AGIL)	Subsidiary Company
4	Aegis International Marine Services Pte. Limited	Wholly owned subsidiary Company
	(AIMS)
5	Aegis Gas (LPG) Private Limited (AGPL)	Wholly owned subsidiary Company
6	Aegis Vopak Terminals Limited (AVTL) (formerly	Wholly owned subsidiary Company
	known as Aegis LPG Logistics (Pipavav) Limited)
7	Aegis Terminal Pipavav Limited	Subsidiary Company
8	Sealord Containers Limited (SCL)	Wholly owned subsidiary Company
9	Hindustan Aegis LPG Limited (HALPG)	Subsidiary Company
10	Raj K. Chandaria (RKC) - Chairman & MD	Key Management Personnel
11	Anish K. Chandaria (AKC) - Vice-chairman & MD	Key Management Personnel
	(upto 11.09.2021)
12	Amal R. Chandaria - Non executive director (w.e.f.	Key Management Personnel
	27.10.2021)
13	Kanwaljit S. Nagpal - Independent director	Key Management Personnel
14	Jaideep D. Khimasia - Independent director	Key Management Personnel
15	Raj Kishore Singh - Non executive director	Key Management Personnel
16	Rahul D. Asthana - Independent director	Key Management Personnel
17	Anil M. Chandaria - Non executive director	Key Management Personnel
18	Tanvir Koreishi - Independent director (upto 03.12.2020)	Key Management Personnel
19	Tasneem Ali - Independent director	Key Management Personnel
20	Lars Erik Johansson - Independent director	Key Management Personnel
21	Trans Asia Petroleum Inc. (Tapi)	Tapi has signifcant infuence over
		the Company
22	Huron Holdings Limited (Huron)	Huron has signifcant infuence
		over the Company
23	Asia Infrastructure Investments Limited (AIIL)	AIIL has signifcant infuence over
		the Company

118 Annual Report 2021–22

Sr. No. Nature of transaction HALPG SCL KCPL ELPG AGIL AGPL AVTL AIMS RKC AKC Tapi Huron AIIL Total	1 Investments - Balance as at March 31, 2022 - 1,021.90 - 1.00 6.01 1,647.04 51.00 59.52 - - - - - 2,786.47 March 31, 2021 (-) (1,021.90) (10.00) (1.00) (6.01) (1,647.04) (-) (59.52) (-) (-) (-) (-) (-) (2,745.47)	2 Purchase of investments in AVTL - - - - - 5.00 46.00 - - - - - - 51.00 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	3 Loan Given during the year - - - - - - 9,810.00 - - - - - - 9,810.00 (-) (-) (-) (1.00) (-) (-) (-) (-) (-) (-) (-) (-) (-) (1.00)	4 Loan Given - Long term Balance as at March 31, 2022 - - - 71.75 - - 9,810.00 - - - - - - 9,881.75 March 31, 2021 (-) (-) (-) (65.68) (-) (-) (-) (-) (-) (-) (-) (-) (-) (65.68)	5 Loan taken during the year - 2,800.00 - - - - - - - - - - - 2,800.00 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	6 Loan repaid during the year - 1,000.00 - - - - - - - - - - - 1,000.00 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	7 Loan taken - Long term Balance as at March 31, 2022 - 1,800.00 - - - - - - - - - - - 1,800.00 March 31, 2021 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	8 Storage Revenue/ Throughput Charges Received - 96.00 - - - 86.64 - - - - - - - 182.64 (-) (96.00) (-) (-) (-) (94.44) (-) (-) (-) (-) (-) (-) (-) (190.44)	9 Storage Revenue/ Throughput Charges Paid 488.40 101.30 - - - - - - - - - - - 589.70 (390.00) (158.50) (-) (-) (-) (3.00) (-) (-) (-) (-) (-) (-) (-) (551.50)	10 Commission to Managing Directors - - - - - - - - 600.00 600.00 - - - 1,200.00 (-) (-) (-) (-) (-) (-) (-) (-) (600.00) (600.00) (-) (-) (-) (1,200.00)

Notes to the Standalone Financial Statements 119

Sr. No. Nature of transaction HALPG SCL KCPL ELPG AGIL AGPL AVTL AIMS RKC AKC Tapi Huron AIIL Total	11 Commission payable Balance as at March 31, 2022 - - - - - - - - 343.54 343.53 - - - 687.07 March 31, 2021 (-) (-) (-) (-) (-) (-) (-) (-) (343.54) (343.54) (-) (-) (-) (687.07)	12 Trade payables Balance as at March 31, 2022 - - - - - - - - - - - - - - March 31, 2021 (180.59) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (180.59)	13 Refund of capital advance (net) - 2,823.33 - - - - - - - - - - - 2,823.33 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	14 Advances received from Balance as at March 31, 2022 62.92 - - - - - - - - - - - - 62.92 March 31, 2021 (-) (2823.33) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (2,823.33)	15 Other receivables Balance as at March 31, 2022 - 488.11 - - - 11,476.23 0.85 - - - - - - 11,965.19 March 31, 2021 (-) (-) (16.57) (-) (-) (5008.67) (-) (-) (-) (-) (-) (-) (-) (5,025.24)	16 Interest receivables Balance as at March 31, 2022 - - - - - - 46.66 - - - - - - 46.66 March 31, 2021 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	17 Interest payables Balance as at March 31, 2022 - 12.59 - - - - - - - - - - - 12.59 March 31, 2021 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	18 Amount paid on behalf of - 5.88 2.45 - - 7.22 2.98 - - - - - - 18.53 (-) (11.55) (3.30) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (14.85)	19 Amount reimbursed by - 0.51 - - - - - - - - - - - 0.51 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	20 Lease Rent Received - 60.00 - - - - - - - - - - - 60.00 (-) (60.00) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (60.00)	21 Sale of Trading Goods/ Spares 63.41 - - - - 5,389.94 - - - - - - - 5,453.35 (856.06) (-) (14.04) (-) (-) (2,386.13) (-) (-) (-) (-) (-) (-) (-) (3,256.23)

120 Annual Report 2021–22

Sr. No. Nature of transaction HALPG SCL KCPL ELPG AGIL AGPL AVTL AIMS RKC AKC Tapi Huron AIIL Total	22 Purchase of Trading Goods/Spares - - - - - 6,429.60 - - - - - - - 6,429.60 (80.59) (-) (-) (-) (-) (356.03) (-) (-) (-) (-) (-) (-) (-) (436.62)	23 Sale of investments - - - - - - 18.50 - - - - - - 18.50 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	24 Interest income - - - 6.07 - - 51.84 - - - - - - 57.91 (-) (-) (-) (5.53) (-) (-) (-) (-) (-) (-) (-) (-) (-) (5.53)	25 Interest expenses - 13.99 - - - - - - - - - - 13.99 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	26 Dividend on Shares - Received - - - - 903.57 22,504.26 - - - - - - - 23,407.83 (-) (3,982.00) (-) (-) (1,098.26) (161.90) (-) (-) (-) (-) (-) (-) (-) (5,242.16)	27 Interim Dividend - Paid - - - - - - - - - - 1,853.07 2,223.21 0.20 4,076.48 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (-)	28 Final Dividend - Paid - - - - - - - - - - 1,844.10 2,223.21 0.20 4,067.51 (-) (-) (-) (-) (-) (-) (-) (-) (-) (-) (1,098.07) (1,333.93) (0.12) (2,432.12)	26 Commission income on guarantees given (net) - - - - - 8.40 - - - - - - - 8.40 (-) (-) (-) (-) (-) (8.40) (-) (-) (-) (-) (-) (-) (-) (8.40)	Refer note 39 (6) with respect to the guarantees given by the Company on behalf of the subsidiaries. Notes: 1 Figures in brackets represent previous year’s amounts. 2 There are no provisions for doubtful debts or amounts written of or written back in respect of debts due from/ to related parties. 3 All related party contracts / arrangements have been entered on arms’ length basis. Sitting fees paid to non executive directors/ independent directors Particulars For the year ended March 31, 2022 For the year ended March 31, 2021 Kanwaljit S. Nagpal - Independent director 7.41 5.78 Jaideep D. Khimasia - Independent director 1.79 1.13 Raj Kishore Singh - Non executive director 1.42 0.93 Rahul D. Asthana - Independent director 1.40 0.88 Anil M. Chandaria - Non executive director 1.23 0.88 Tanvir Koreishi - Independent director - 0.18 Tasneem Ali - Independent director 1.40 0.35 Lars Erik Johansson - Independent director 1.23 0.88 15.88 10.98 Compensation of key management personnel of the Company: Particulars For the year ended March 31, 2022 For the year ended March 31, 2021 Short-term employee benefts 1,215.88 1,210.98 Post-employment benefts - - Other long-term benefts - - Total compensation 1,215.88 1,210.98

Notes to the Standalone Financial Statements 121

Note 42

Ageing schedules:

1. Trade Receivables ageing schedule from the due date of payments :

As at March 31, 2022

Particulars	Not Due	Less than	6 months	1-2 Years	**2-3 years **	More than	Total
		6 months	-1year			3years
(i)Unsecured
Undisputed Trade
Receivables :
- Considered good	5,011.14	2,701.30	305.93	587.97	331.37	108.52	9,046.23
- Credit impaired	-	-	-	-	-	106.71	106.71
(ii)Unsecured Disputed
Trade Receivables:
- Considered good	-	-	-	-	5.64	1,330.12	1,335.76
- Credit impaired	-	-	-		-	32.19	32.19
Total	5,011.14	2,701.30	305.93	587.97	337.01	1,577.54	10,520.89

As at March 31, 2021

Particulars	Not Due	Less than	6 months	1-2 Years	**2-3 years **	More than	Total
		6 months	-1year			3years
(i)Unsecured
Undisputed Trade
Receivables :
- Considered good	2,201.03	1,587.72	419.11	277.18	144.52	-	4,629.56
- Credit impaired	-	-	-	-	6.38	173.17	179.55
(ii)Unsecured Disputed
Trade Receivables:
- Considered good	-	-	-	5.64	5.93	1,326.15	1,337.72
- Credit impaired	-	-	-	-	-	32.19	32.19
Total	2,201.03	1,587.72	419.11	282.82	156.83	1,531.51	6,179.02

2. Trade Payables ageing schedule from the due date of payments :

As at March 31, 2022

Particulars	Not Due	Less than 1	1-2 years	2-3 years More than 3	2-3 years More than 3	Total
		year			years
(i) MSME	64.96	19.26	-	-	-	84.22
(ii) Others	186.41	3,368.25	184.14	31.69	61.38	3,831.87
Total	251.37	3,387.51	184.14	31.69	61.38	3,916.09

As at March 31, 2021

Particulars	Not Due	Less than 1	1-2 years	2-3 years More than 3	2-3 years More than 3	Total
		year			years
(i) MSME	-	23.74	0.23	-	-	23.97
(ii) Others	307.16	2,897.04	118.72	69.12	44.92	3,436.96
Total	307.16	2,920.78	118.95	69.12	44.92	3,460.93

122 Annual Report 2021–22

Note 43

Ratio

Ratio
Ratio	March 31, 2022	March 31, 2021	% Variation	Reason for
				variation
Current Ratio	1.10	0.70	56%	Refer note 1
Debt-Equity Ratio	0.26	0.32	-19%
Debt Service Coverage Ratio	3.31	5.52	-40%	Refer note 2
Return on Equity Ratio	32.86	14.02	134%	Refer note 3
Inventory turnover ratio	14.21	9.14	55%	Refer note 4
Trade Receivables turnover ratio	15.02	12.23	23%
Trade payables turnover ratio	20.89	11.32	85%	Refer note 5
Net capital turnover ratio	27.52	(5.75)	-579%	Refer note 6
Net proft ratio	36.86	22.13	67%	Refer note 3
Return on Capital employed	27.24	11.78	131%	Refer note 3

Reason for variation

1. Increase is due to increase in current assets due to increase in trade receivables due to year end transactions.

2. Decrease in ratio is mainly due to increase in borrowing repayments as per terms of borrowings.

3. Increase is due to increase in profit mainly due to increase in revenue and reduction in expenses as per Employee Stock Purchase Plan

4. Increase is due to increase in cost of goods sold because of increase in revenue.

5. Increase is due to increase in purchases because of increase in revenue.

6. Due to increase in revenue.

Numerators and Denominators considered for the aforesaid ratios:

Ratio	Numerator	Denominator
Current Ratio	Current Assets	Current Liabilities
Debt-Equity Ratio	Total Debt	Shareholder’s Equity
Debt Service Coverage Ratio	Earnings available for debt service *	Debt Service **
Return on Equity Ratio	Net Profts after taxes	Average Shareholder’s Equity
Inventory turnover ratio	Cost of goods sold	Average Inventory
Trade Receivables turnover ratio	Revenue from operation	Avg. Accounts Receivable
Trade payables turnover ratio	Purchases of stock-in-trade+other expenses	Average Trade Payables
Net capital turnover ratio	Revenue from operation	Working Capital
Net proft ratio	Net Proft	Revenue from operation
Return on Capital employed	Earningbefore interest and taxes	Capital Employed ***

• Earning for Debt Service = Net Profit after taxes + Non-cash operating expenses like depreciation and other amortisations + Interest + other adjustments like loss on sale of Fixed assets etc

** Debt service = Interest & Lease Payments + Principal Repayments

*** Capital Employed = Tangible Net Worth + Total Debt + Deferred Tax Liability - Deferred Tax Assets

Notes to the Standalone Financial Statements 123

Note 44

Employees Stock Purchase Plan 2019 (‘ESPP 2019’)

The Employees Stock Purchase Plan 2019 (‘ESPP 2019’) grants rights to purchase shares to the eligible employees and/or directors (“the Employees”) of the Company and/or its subsidiaries. The shares are issued pursuant to the grant at an exercise price, which is either equal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination and Remuneration Committee of the Board of the Company.

During the financial year 2019-20, the Nomination and Remuneration Committee had granted rights to purchase 17,000,000 equity shares at an exercise price of Rs. 1/- per share to the Employees, the same are vested in a graded manner and exercised within a specified period.

The details of rights granted to purchase shares are as under :

Particulars	For the year	For the year ended
	ended March	March
	31, 2022	31, 2021
Outstanding at the beginning of the year	-	1,13,33,333
Less: Exercised and shares allotted duringtheyear	-	1,13,33,333

The Company follows fair value based method of accounting for determining compensation cost for its stock-based compensation scheme. The fair value has been calculated by applying BlackScholes-Merton model as valued by an independent valuer.

Details of share purchase rights granted during the current and previous financial year based on the graded vesting basis and the fair value of the share purchase rights are as under:

Tranches		% to	No. of shares under the	Vesting date	Vesting date		Fair value per share
		be vested	share purchase rights				under the share
			granted				purchase rights
							granted(Rs.)
		Current year	Current year Previous year	Current year	Previous year		Current year Previous year
Tranche-1		33.33%	56,66,667 56,66,667 Jul 1, 2019		Jul 1,	2019
Tranche-2		33.33%	56,66,667 56,66,667 Jul 1, 2020		Jul 1,	2020	198.3 198.3
Tranche-3	*	33.33%	56,66,666 56,66,666 January 4, 2021		Jul 1,	2021
Total			1,70,00,000 1,70,00,000

• Vesting date is modified from July 1, 2021 to January 4, 2021 vide resolution passed by the NRC committee dated January 4, 2021.

The following table summarizes the assumptions used in calculating the grant date fair value:

Tranches	Average expected	Risk-free interest rate	Risk-free interest rate	Volatility	Volatility	Dividend Yield	Dividend Yield
	Life(inyears)
	Current Previous	Current	Previous	Current	Previous	Current	Previous
	year year	year	year	year	year	year	year
ESPP - 2019	1.25 1.25	6.16%	6.16%	36.14%	36.14%	0.35%	0.35%

Note 45

Following are the changes in the carrying value of the right of use assets :

Category of ROU asset	Gross Block Accumulated depreciation Net Block As at 31-03-2022 As at 01-04-2021 Addition Deduction As at 31-03-2022 Upto 31-03-2021 Charge for the year Deduction Upto 31-03-2022
Land	30,363.223,124.84 -33,488.062,881.31 1,554.49 - 4,435.8029,052.26
Total	30,363.22 3,124.84 - 33,488.06 2,881.31 1,554.49 - 4,435.80 29,052.26

124 Annual Report 2021–22

Category of ROU asset	Gross Block Accumulated depreciation Net Block As at 31-03-2021 As at 01-04- 2020 Addition Deduction As at 31-03-2021 Upto 01-04- 2020 Charge for the year Deduction Upto 31-03- 2021
Land	29,773.00590.22 -30,363.221,438.76 1,442.55 - 2,881.3127,481.91
Total	29,773.00 590.22 - 30,363.22 1,438.76 1,442.55 - 2,881.31 27,481.91

The aggregate depreciation expenses on ROU assets of Rs.1093.07 lakh (Previous year Rs.878.13 lakh) is included under depreciation and amortisation expenses in the Statement of Profit and Loss and Rs.461.42 lakh (Previous year Rs.564.42 lakh) is included in CWIP

Table showing contractual maturities of lease liabilities on an undiscounted basis:

**Sr. No. **	Particulars	As at	As at
		March 31, 2022	March 31, 2021
a	Less than One year	3,046.74	2,679.76
b	One to Five years	12,839.70	11,273.25
c	More than Fiveyears	55,338.30	54,002.24
	Total	71,224.74	67,955.25

Note 46

Segment Information

Information reported to the chief operating decision maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Company have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Company.

Specifically, the Company’s reportable segments under Ind AS 108 are as follows:

• a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

• b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Company are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Information about the Company’s business segments (Primary Segments) is given below:

(All amounts are in INR lakhs, unless stated otherwise)

	Liquid Terminal	Gas Terminal	Total
	Division	Division
Revenue from Operations	21,849.25	1,00,949.18	1,22,798.42
	18,023.22	52,467.11	70,490.33
Segment Results	11,884.67	21,810.37	33,695.05
	9,002.06	17,023.10	26,025.17
Add : Interest Income			2,128.77
			1,594.15
Less : (1) Interest Expenses			1,875.56
			1,548.48

Notes to the Standalone Financial Statements 125

(All amounts are in INR lakhs, unless stated otherwise)

	Liquid Terminal	Gas Terminal	Total
	Division	Division
(2) Other unallocable expenditure (net)			(18,530.02)
			7,881.14
Proft before Tax			52,478.28
			18,189.70
Less : Taxation			7,288.25
			2,593.06
Proft after Tax			45,190.03
			15,596.64
Segment Assets	1,18,108.52	99,848.49	2,17,957.01
	1,21,088.67	59,160.16	1,80,248.83
Other unallocable assets			29,335.79
			32,419.82
Total Assets			2,47,292.80
			2,12,668.66
Segment Liabilities	16,723.44	25,462.85	42,186.30
	31,363.32	10,772.11	42,135.44
Other unallocable liabilities			12,858.61
			9,384.66
Total Liabilities			55,044.91
			51,520.10
Segment Capital Expenditure	2,840.24	21,271.39	24,111.63
	6,889.91	20,312.15	27,202.07
Other unallocable Capital Expenditure			224.96
			29.12
Total Capital expenditure			24,336.59
			27,231.19
Depreciation	3,394.05	957.65	4,351.70
	3,014.43	772.06	3,786.49
Other unallocable Depreciation			175.25
			166.43
Total Depreciation			4,526.95
			3,952.92

Notes:

• 1) Figures in italics represent those of the previous year.

• 2) There is no single customer who contributed 10% or more of the total revenue for the current and previous year.

126 Annual Report 2021–22

Note 47

Employee Benefits

Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Company’s contribution to the provident and pension fund is Rs. 384.39 lakh (Previous year Rs. 308.68 lakh)

Defined benefit plan - Gratuity

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

The following table sets out funded status of the gratuity plan and the amounts recognised in the Statement of Profit and Loss.

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Present value of funded obligations	1,147.49	1,068.88
Fair Value of plan assets	(71.79)	(56.28)
Net liabilities are analysed as:
Assets	-	-
Liabilities	1,075.70	1,012.60
Of the above net defcit:
Current	238.36	194.04
Non-current	837.35	818.58

Fair value of the plan assets and present value of the defined benefit liabilities

The amount included in the Balance sheet arising from the Company’s obligations and plan assets in respect of its defined benefit schemes is as follows:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Movement in defned beneft obligations: At the beginning of the year 1,068.88	1,026.53
Current service cost 80.34	82.32
Interest cost 57.10	57.45
Remeasurements : (Gain)/ Loss from change in fnancial assumptions (18.10) Experience adjustments 9.53	4.62 (58.54)
Beneftspaid (50.26) At the end of the year 1,147.49	(43.50) 1,068.88

Notes to the Standalone Financial Statements 127

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Movement in fair value of plan assets:
At the beginning of the year	56.28	38.42
Interest income	3.40	2.36
Remeasurements :
Return on plan assets	3.18	0.25
Employer contributions	59.19	58.75
Beneftspaid	(50.26)	(43.50)
At the end of theyear	71.79	56.28

The components of defined benefit plan cost are as follows:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Recognised in Income Statement
Current service cost	80.34	82.32
Interest cost	53.70	55.09
Total	134.04	137.41
Recognised in Other Comprehensive Income
Remeasurement of net defned beneft liability/(asset)	(11.75)	(54.16)

The principal actuarial assumptions used for estimating the Company’s benefit obligations are set out below (on a weighted average basis):

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Rate of increase in salaries	6.00%	6.00%
Discount rate	6.45%	6.05%
Rates of leaving services	14% to 19%	6% to 19%
MortalityTable.	IALM(2012-14)Ult	IALM(2012-14)Ult
Notes:

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

1. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

128 Annual Report 2021–22

Sensitivity of the defined benefit obligation :

	(All amounts	are in INR lakhs, unless stated otherwise)	are in INR lakhs, unless stated otherwise)
Particulars	**Change in Assumption **	Efect of Gratuity Obligation (Liability)
		As at	As at
		March 31, 2022	March 31, 2021
Discount rate	Minus 50 basis points	22.75	23.83
Discount rate	Plus 50 basis points	(21.71)	(22.71)
Rate of increase in salaries	Minus 50 basis points	(21.90)	(22.82)
Rate of increase in salaries	Plus 50 basispoints	22.74	23.72

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 3.86 years.

The Company makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the year ending March 31, 2023 is Rs. 50 lakhs.

Note 48

Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves . The primary objective of the Company’s Capital Management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Company monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Borrowings (long-term and short-term borrowings	39,125.09	39,184.58
includingcurrent maturities)
Gross debt	39,125.09	39,184.58
Less - Cash and cash equivalents	(5,238.02)	(2,444.07)
Less - Other bank deposits	(3,485.93)	(3,423.16)
Adjusted net debt	30,401.14	33,317.35
Total equity	1,53,122.80	1,21,963.98
Adjusted net debt to equityratio	0.20	0.27

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Notes to the Standalone Financial Statements 129

Note 49

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

A. Accounting classification and fair values

As at March 31, 2022	(All amounts are in INR lakhs, unless stated otherwise) Carrying amount Fair value FVTPL Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets * Cash and cash equivalents Non-current investments Loans Trade receivables Other Non-current fnancial asset Other bank balances Other current fnancial asset	- 5,238.02 5,238.02 - - - - 0.51 - 0.51 - 0.51 - 0.51 - 9,881.75 9,881.75 - - - - - 10,381.99 10,381.99 - - - - - 1,332.57 1,332.57 - - - - - 3,485.93 3,485.93 - - - - - 14,109.43 14,109.43 - - - -
Total	0.51 44,429.69 44,430.20 - 0.51 - 0.51
Financial liabilities Borrowings Trade payables Other Non-current fnancial liabilities Financial liabilities on account of derivatives Lease Libaility Non-current Lease Libaility current Other Current fnancial liabilities	- 39,125.09 39,125.09 - - - - - 3,916.09 3,916.09 - - - - - 832.17 832.17 - - - - 61.12 - 61.12 - 61.12 - 61.12 - 30,001.66 30,001.66 - - - - - 3,046.74 3,046.74 - - - - - 3,215.42 3,215.42 - - - -
Total	61.12 80,137.17 80,198.29 - 61.12 - 61.12

As at March 31, 2021	(All amounts are in INR lakhs, unless stated otherwise) Carrying amount Fair value
	FVTPL Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets * Cash and cash equivalents Non-current investments Loans Trade receivables Other Non-current fnancial asset Other Bank balances Other Current fnancial asset	- 2,444.07 2,444.07 - - - - 0.51 - 0.51 - 0.51 - 0.51 - 15,189.65 15,189.65 - - - - - 5,967.28 5,967.28 - - - - - 895.72 895.72 - - - - - 3,423.16 3,423.16 - - - - - 6,584.42 6,584.42 - - - -
Total	0.5134,504.3034,504.81 - 0.51 - 0.51

130 Annual Report 2021–22

As at March 31, 2021	(All amounts are in INR lakhs, unless stated otherwise) Carrying amount Fair value
	FVTPL Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial liabilities Borrowings Trade payables Other Non-current fnancial liabilities Financial liabilities on account of derivatives Lease Liability Non-current Lease Liability current Other Current fnancial liabilities	- 39,184.58 39,184.58 - - - - - 3,460.93 3,460.93 - - - - - 721.64 721.64 - - - - 128.47 - 128.47 - 128.47 - 128.47 - 27,360.27 27,360.27 - - - - - 2,679.76 2,679.76 - - - - - 3,630.58 3,630.58 - - - -
Total	128.47 77,037.76 77,166.23 - 128.47 - 128.47

• The above excludes investment in subsidiaries which have been carried at cost Rs. 4,662.90 lakh (Previous year Rs. 4,620.30 lakh)

B. Measurement of fair values

The following table gives information about how the fair value of the above financial assets and liabilities measured as such are determined:

Financial instruments measured at fair value

Financial instruments measured at fair value
Type	Valuation technique and key inputs
Non-current investments - others	The fair value is determined using rates
	available from theportfolio managers
Financial liabilities on account of derivatives	Fair value is determined using the quotes
	obtained from the banks
Investments - Mutual funds	Based on NAV declared bythe fund.

C. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

 Credit risk ;

• Liquidity risk ; and

• Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Company has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers.

Notes to the Standalone Financial Statements 131

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Company has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Company’s exposure to bad debts is not considered to be material. The Company reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Impairment

The ageing of trade and other receivables that were not impaired was as follows:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	March 31, 2022	March 31, 2021
Not past due	5,011.14	2,994.53
Past due 1–180 days	2,701.30	847.70
More than 180 days	2,669.55	2,125.05
Carrying amount of receivables	10,381.99	5,967.28

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Company’s short term, mediumterm and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Company has undrawn lines of credit of Rs. 17,906 lakhas of March 31, 2022 (Rs. 20,272 lakhs of March 31, 2021), from its bankers for working capital requirements. The Company has the right to draw upon these lines of credit based on its requirement and terms of draw down.

132 Annual Report 2021–22

Exposure to liquidity risk

The following table details the Company’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(All amounts are in INR lakhs, unless stated otherwise)

As at March 31, 2022	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Financial Assets: Cash and cash equivalents Loans Trade receivables Other Non-current fnancial asset Other bank balances Other current fnancial asset
	5,238.02 5,238.02 5,238.02 - - -
	9,881.75 9,881.75 - 9,881.75 - -
	10,381.99 10,381.99 10,381.99 - - -
	1,332.57 1,332.57 - - - 1,332.57
	3,485.93 3,485.93 3,485.93 - - -
	14,109.43 14,109.43 14,109.43 - - -
Total	44,429.6944,429.6933,215.37 9,881.75 - 1,332.57
Non-derivative fnancial liabilities Interest bearing Borrowings
	39,125.09 39,125.0930,955.607,588.19 581.30
Interest accrued but not due on borrowings	40.39 40.39 40.39 - - -
Sub total Non interest bearing Trade payables Other non-current fnancial liabilities Lease liability non-current Lease liability current Other current fnancial liabilities	39,165.48 39,165.4830,995.99 7,588.19 581.30 -
	3,916.09 3,916.09 3,916.09 - - -
	832.17 832.17 832.17
	30,001.66 30,001.66 2,884.0712,564.4514,553.14
	3,046.74 3,046.74 3,046.74 - - -
	3,236.15 3,236.15 3,236.15 - - -
Sub total	41,032.81 41,032.81 10,198.98 2,884.0712,564.4515,385.31
Total	80,198.29 80,198.29 41,194.97 10,472.26 13,145.75 15,385.31

As at March 31, 2021	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Financial Assets: Cash and cash equivalents Loans Trade receivables Other Non-current fnancial asset Other Bank balances Other Current fnancial asset	2,444.07 2,444.07 2,444.07 - - - 15,189.65 15,189.65 - 65.68 15,123.97 - 5,967.28 5,967.28 5,967.28 - - - 895.72 895.72 - - - 895.72 3,423.16 3,423.16 3,423.16 - - - 6,584.42 6,584.42 6,584.42 - - -
Total	34,504.30 34,504.30 18,418.93 65.68 15,123.97 895.72

Notes to the Standalone Financial Statements 133

As at March 31, 2021	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Non-derivative fnancial liabilities Interest bearing Borrowings	39,184.58 39,184.58 28,010.26 6,265.78 4,908.54 -
Sub total	39,184.58 39,184.58 28,010.26 6,265.78 4,908.54 -
Non interest bearing Trade payables Other non-current fnancial liabilities Lease liability Non current Lease Liability current Other current fnancial liabilities	3,460.93 3,460.93 3,460.93 - - - 721.64 721.64 - - - 721.64 27,360.27 27,360.27 - 1,958.12 11,273.25 14,128.90 2,679.76 2,679.76 2,679.76 - - - 6,438.81 6,438.81 6,438.81 - - -
Sub total	40,661.41 40,661.41 12,579.50 1,958.1211,273.2514,850.54
Total	79,845.99 79,845.99 40,589.76 8,223.90 16,181.79 14,850.54

The gross inflows/outflows disclosed in the above table represent the contractual undiscounted cash flows relating to financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity.

iv) Market risk

The Company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Company has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Company is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency. The functional currency of the Company is Indian Rupee The Company currently hedge its foreign currency risk by taking foreign exchange forward contracts.

Exposure to currency risk

Company’s exposure to currency risk is as under:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Financial liabilities
Trade payables (INR)	0.66	1,223.93
Borrowings(INR)	5,768.34	9,051.11
	5,769.00	10,275.04
Trade payables (USD)	0.01	16.73
Borrowings(USD)	76.17	123.75
	76.18	140.48
Less: Forward cover taken against above exposure	(76.18)	(140.48)
Exposure to currencyrisk	-	-

134 Annual Report 2021–22

iv) (b) Interest rate risk

The Company is exposed to interest rate risk because company borrow funds at both fixed and floating interest rates. The risk is managed by the company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

	(All amounts are in INR lakhs, unless stated otherwise)
Particulars	As at March 31, 2022 As at March 31, 2021
Fixed-rate instruments
Financial assets	3,037.73 3,041.78
Financial liabilities	(24,194.22) (17,861.07)
	(21,156.49) (14,819.29)
Variable-rate instruments
Financial assets	- -
Financial liabilities	(17,351.60) (21,323.51)
	(17,351.60) (21,323.51)
Total	(38,508.09) (36,142.80)

Fair value sensitivity analysis for Fixed-rate instruments

The Company is exposed to fair value interest rate risk in relation to fixed-rate loan borrowings.

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Fair value sensitivity (net)- INR	(Proft) or Loss Equity
	100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
Fixed rate instruments March 31, 2022 March 31,2021	211.56 (211.56) 211.56 (211.56) 148.19 (148.19) 148.19 (148.19)

Notes to the Standalone Financial Statements 135

Note 50

Taxation:

(All amounts are in INR lakhs, unless stated otherwise)	(All amounts are in INR lakhs, unless stated otherwise)	(All amounts are in INR lakhs, unless stated otherwise)
Particulars	Year ended	Year ended
	March 31,2022	March 31,2021
Current tax	6,432.78	744.53
Adjustments in respect of earlier year	(36.49)	(13.48)
Deferred tax	891.96	1,862.01
Total income tax expenses recognised in the current year	7,288.25	2,593.06
Income tax expense recognised in other comprehensive	2.96	13.63
income
Income tax expense for the year reconciled to the
accounting proft:
Proft before tax	52,478.28	18,189.70
Income tax rate	25.17%	25.17%
Income tax expense	13,207.73	4,577.98
Tax Efect of:
Efect of income that is exempt from tax	(5,663.93)	(1,042.94)
Efect of expenses that are not deductible in determining taxable profts	197.84	(92.81)
Efect of income taxable at lower rate	(72.36)	(87.95)
Tax credit on dividend income from foreign subsidiaries	(155.05)	(188.46)
Adjustment in respect of earlier years (net)	(36.49)	(13.48)
Additional deduction in respect of ESPP expenses	-	(405.75)
Deferred tax impact mainly in respect of fair valuation gain	(186.53)	(139.90)
on freehold land, etc
Deferred tax asset on actuarial losses	(2.96)	(13.63)
Income tax expense recognised inproft and loss	7,288.25	2,593.06

For the year ended March 31, 2022

Deferred tax asset / (liability) Opening balance	Recognised in
	Statement of proft or loss Closing balance (Expense)/ Income in respect of earlier year OCI Equity
Fiscal allowance on fxed assets (3,461.96) Fiscal allowance on expenditure, etc. 358.97 Fair valuation gain on freehold land (3,412.57) Others* 82.07 Remeasurement of defned beneft obligations 36.96	(1,156.81) - - - (4,618.77)
	66.09 - - - 425.06
	186.53 - - - (3,226.04)
	12.22 - - - 94.29
	- - (2.96) - 34.00
Total (6,396.53)	(891.97) - (2.96) - (7,291.46)

136 Annual Report 2021–22

For the year ended March 31, 2021

Deferred tax asset / (liability) Opening balance	Recognised in Statement of proft or loss Closing balance (Expense)/ Income in respect of earlier year OCI Equity
Fiscal allowance on fxed assets (3,100.58) Fiscal allowance on expenditure, etc. 417.14 ESPP Expenses 3,157.40 Brought forward losses - Fair valuation gain on freehold land (3,552.47) Others* 63.89 Remeasurement of defned beneft obligations 50.59	(361.38) - - - (3,461.96) (58.17) - - - 358.97 - (3,157.40) - - - (1,600.54) 1,600.54 - - - 139.90 - - - (3,412.57) 18.17 - - - 82.07 - - (13.63) - 36.96
Total (2,964.03)	(1,862.01) (1,556.86) (13.63) - (6,396.53)

• Includes fair valuation gain / loss on investments and derivatives, finance income / cost on loans given / dealer deposit, etc.

Note 51

Disclosures of loan/ advances to subsidiary companies:

Name of the subsidiary	Amount outstanding Max. Amount Outstanding
	As at March 31, 2022 As at March 31, 2021 As at March 31, 2022 As at March 31, 2021
Aegis Vopak Terminals Limited Eastern India LPG Company Private Limited	9,810.00 - 9,810.00 - 71.75 65.68 71.75 65.68

These loans have been granted by the Company as holding Company for working capital needs/ corporate purpose of these subsidiaries. Refer note no. 39 for details of guarantees given in respect of subsidiaries.

Note 52

Disclosure of loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties

and the related parties
Type of Borrower	As at March 31, 2022 As at March 31, 2021
	Amount outstanding % of Total Amount outstanding % of Total
Promoters Directors KMPs Related Parties Total	- 0% - 0% - 0% - 0% - 0% 1,779.29 96% 9,881.75 100% 65.68 4% 9,881.75 100% 1,844.97 100%

Notes to the Standalone Financial Statements 137

Note 53

• (i) On July 12, 2021, a Share Subscription Agreement was entered into between Aegis Logistics Limited (“ALL”), Vopak India B.V. (“Vopak”) and ALL’s wholly owned subsidiary Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) (“AVTL”) which was subsequently amended on dated May 19, 2022 (collectively, “SSA”). On the same day, a Shareholders Agreement was also entered into between ALL, Vopak and AVTL which was amended on May 19, 2022 (collectively, “SHA”). As per the agreement, subsequent to year end, on receipt of the application money of Rs. 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of Rs. 10 each have been allotted on May 25, 2022 to Vopak representing 49% of the share capital of AVTL.

• Consequently, ALL owns 51% of the share capital of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. 25 May, 2022.

• Further, pursuant to SSA and SHA, during the year, Aegis Logistics Limited (“ALL”) and its subsidiary AVTL have entered into Business Transfer Agreements (“BTA”) for transfer of LPG and Liquid storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia to AVTL. Additionally, AGPL and AVTL have entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage business to AVTL. Conditions precedent of all the Business Transfer Agreements have been completed subsequent to the year end on 20 May, 2022

• (ii) During the year, Vopak India B.V. (“Vopak India”), Vopak Asia Pte. Limited (‘Vopak Asia”), Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”) (collectively “Sellers”) have entered into a Share Purchase Agreement (“CRL SPA”) with Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limited] and Aegis Logistics Limited (“Company). As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100% equity shares of CRL Terminals for an aggregate base consideration of Rs. 2,365,000,000 (Rs. Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA.

• (iii) During the year, a Share Purchase Agreement (“HALPG SPA”) dated 12th July, 2021 has been entered into between Aegis Gas (LPG) Private Limited (“AGPL”), Vopak India B.V. (“Vopak”) and Aegis Logistics Limited (“ALL”) for the transfer of 24% shares of Hindustan Aegis (LPG) Limited (“HALPG”) to Vopak. Accordingly, AGPL has transferred 24% of its shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of HALPG SPA.

• As a result of this transfer, ALL through its wholly owned subsidiary AGPL owns 51% of the share capital of HALPG w.e.f. May 25, 2022.

Note 54

The Company has sold and transferred its entire holding of 1,00,000 equity shares of Rs. 10 each in Konkan Storage Systems (Kochi) Private Limited to its another wholly owned subsidiary Aegis Vopak Terminals Limited at a consideration of Rs. 18.50 per equity share.

138 Annual Report 2021–22

Note 55

Other Statutory Information

• (i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

• (ii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (iii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (iv) The Company has not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

• (v) There are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

• (vi) The quarterly returns / statements including updations thereto, if any, filed during the year with banks or financial institutions in relation to working capital loans are in agreement with the books of account.

(vii) No bank, financial institution or other lender has declared the Company as a wilful defaulter.

Note 56

The Company has declared and paid 200% interim dividend i.e Rs. 2 per share of face value of Re. 1 each to the shareholders of the Company as on record date February 18, 2022.

The Board of Directors of the Company has recommended a final dividend of Rs. 0.50 per equity share for the year ended March 31, 2022 (Previous Year Rs. 2 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 57

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 27, 2022.

For and on behalf of the Board of Directors

Raj K. Chandaria

Kanwaljit S. Nagpal

Chairman & Managing Director Director DIN : 00037518 DIN : 00012201 Murad M. Moledina Chief Financial Officer Monica T. Gandhi Place: Mumbai Company Secretary Date: May 27, 2022

Auditor’s Report 139

INDEPENDENT AUDITOR’S REPORT

To the Members of Aegis Logistics Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated Financial Statements of Aegis Logistics Limited (“the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2022, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended and notes to the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India of the state of affairs (financial position) of the Group as at 31st March 2022, the profit and total comprehensive income (financial performance), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of Consolidated Financial Statements under the provisions of the Act and the Rules made thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Consolidated Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

report.
Sr. No.	Key Audit Matter	How the matter was addressed in the Audit
1.	Recoverability of Indirect Tax Receivables As at March 31, 2022, the Group has receivable of Rs. 511.98 Lakhs with respect to Cenvat Credit Recoverable or Refundable which are pending adjudication.	 Obtained details of the amounts outstanding and verifed the same with the claims made with the authorities.  Verifed the current status of the outstanding amounts as at the year end.  Obtained details of legal status of disputes, wherever applicable, from the management.  We have analysed the submissions to authorities to review the nature of the amounts recoverable, the sustainability and the likelihood of recoverability upon fnal resolution.

140 Annual Report 2021–22

Sr. No.	Key Audit Matter	How the matter was addressed in the Audit
2.	Uncertain Tax Positions including Deferred Tax There are various complexities involved in recognition and measurement of deferred tax such as assessing the availability of future profts, ability of the respective entities in the Group to utilise unused tax credits in future etc. Further, uncertain tax positions including matters under dispute involve signifcant judgment to ascertain the possible outcome. On account of the complexities involved in signifcant judgment thereof, this is considered as a key audit matter.	 Obtained detailed breakup of the amount of tax provisions / payments for various years.  Verifed the same with the tax returns fled / assessments completed.  Obtained details of completed assessments and appeals fled and verifed the current status of these appeals including the management’s expectation of the outcome of these disputes based on past years as well as rulings of various appellate authorities.  Obtained and verifed the working of deferred tax and its appropriateness.  In the case of deferred tax asset in respect of unutilised tax credits obtained and verifed the basis of the management’s assertion as to the availability of profts to ofset these credits.  Verifed the accuracy of the calculation of the tax provisions – both current and deferred tax.

Information Other than the Financial Statements and the Audit Report thereon

The Holding Company’s Board of Directors is responsible for the Other Information. The Other Information comprises the information included in the Director’s Report but does not include the Financial Statements and our auditors’ report thereon.

Our opinion on the Consolidated Financial Statements does not cover the Other Information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of Other Information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Consolidated Financial Statements that give a true and fair view of the financial position, financial performance, total Comprehensive Income, changes in equity and cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, the Management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to

Auditor’s Report 141

liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Holding Company’s Board of Directors are also responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Group has adequate internal financial controls with reference to Consolidated Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Consolidated Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Consolidated Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Consolidated Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period

142 Annual Report 2021–22

and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

• (a) We did not audit the Financial Statements of Five Subsidiaries, whose Financial Statements reflect total assets of Rs. 1,13,850.34 Lakhs as at 31st March 2022, total revenues of Rs. 49,367.12 Lakhs and net cash outflows amounting to Rs. 21,431.72 Lakhs for the year ended on that date, as considered in the Consolidated Financial Statements. The consolidated financial statements also include the Group’s share of Net Profit of Rs. 42,895.46 Lakhs and Total Comprehensive Income of Rs. 42,899.18 Lakhs for the year ended 31st March, 2022, as considered in the consolidated financial statements, in respect of Five Subsidiaries, whose financial statements have not been audited by us. These Financial Statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report that:

2. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

3. b) In our opinion, proper books of account as required by law have been kept by the Group so far as it appears from our examination of those books.

4. c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

5. d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

6. e) On the basis of the written representations received from the directors as on 31st March 2022 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

7. f) With respect to the adequacy of the internal financial controls over financial reporting with reference to Consolidated Financial Statements of the Group and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

8. g) As required by Section 197(16) of the Act, we report that during the year, the Group has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

9. h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

   • i) The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Financial Statements – Refer Note 35 to the Consolidated Financial Statements.

   • ii) The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

Auditor’s Report 143

• iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Group.

• iv) i. As stated in Note 52 of the Consolidated Financial Statements, the Holding Company management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company or its subsidiaries to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or its subsidiaries (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

• ii. As stated in Note 52 of the Consolidated Financial Statements, the Holding Company Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Holding Company or its subsidiaries from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiaries shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• iii. Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under of sub-clause (i) and (ii) of Rule 11(e), as provided above, contain any material misstatement.

In respect of interim dividend declared and paid by the Board of Directors of the Holding Company and two of its’ subsidiaries and final dividend declared and paid by the Holding Company, declaration and payment of dividend is in accordance with Section 123 of the Act, as applicable, except for transferring the amount of dividend to a separate bank account as specified in sub-section (4) of Section 123 of the Act in the case of one of the subsidiary companies considering that the dividend was paid to its shareholder within 5 days of declaration of dividend (as reported by the auditors of the said subsidiary Company)

As stated in Note no. 53 to the Consolidated Financial Statements, the Board of Directors of the Holding Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

• i) With respect to the matters specified in paragraph 3(xxi) and 4 of the Companies (Auditor’s Report) Order 2020 (the “Order” / “CARO”) issued by the Central Government in terms of section 143(11) of the Act, to be included in the Auditor’s Report, according to the information and explanations given to us and based on the CARO Report issued by us for the Companies in the Group audited by us and based on the CARO Reports issued by the auditors of subsidiary companies in the Group (not audited by us), included in the Consolidated Financial Statements to which reporting under CARO is applicable, we report that there are no qualifications or adverse remarks in the CARO Reports.

For C N K & Associates LLP Chartered Accountants Firm Registration Number: 101961W/W-100036

Place: Mumbai

Diwakar P. Sapre Partner Membership No.: 040740 UDIN: 22040740AJSQHC3687

144 Annual Report 2021–22

ANNEXURE A TO INDEPENDENT AUDITOR’S REPORT

[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Aegis Logistics Limited (“the Holding Company”) on the Consolidated Financial Statements for the year ended 31st March 2022]

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to Consolidated Financial Statements of Aegis Logistics Limited (“the Holding Company”) and its subsidiary companies incorporated in India, as of March 31, 2022 in conjunction with our audit of the Consolidated Financial Statements of the Group for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Holding Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Group considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls over financial reporting that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Group’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting with reference to Consolidated Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls over financial reporting, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to Consolidated Financial Statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls over financial reporting with reference to Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference to Consolidated Financial Statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Group’s internal financial controls over financial reporting with reference to Consolidated Financial Statements.

Meaning of Internal financial controls over financial reporting with reference to Financial Statements

A company’s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles and that

Auditor’s Report 145

receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

1. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal financial controls over financial reporting with reference to Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to Consolidated Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to Consolidated Financial Statements to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Group has, in all material respects, an adequate internal financial controls over financial reporting with reference to Consolidated Financial Statements and such internal financial controls over financial reporting with reference to Financial Statements were operating effectively as at 31st March 2022, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting with reference to Consolidated Financial Statements in so far as it relates to Five Subsidiaries companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.

For C N K & Associates LLP

Chartered Accountants Firm Registration Number: 101961W/W-100036

Diwakar P. Sapre

Place: Mumbai

Partner Membership No.: 040740 UDIN: 22040740AJSQHC3687

146 Annual Report 2021–22

Consolidated Balance Sheet as at March 31, 2022

	(All amounts are in INR lakhs, unless	stated otherwise)
	Note As at	As at
	March 31, 2022	March 31, 2021
Assets
Non current assets
Property, plant and equipment	8 2,37,396.41	1,70,886.68
Capital work-in-progress	8 25,253.48	48,758.19
Goodwill	125.47	125.47
Other intangible assets	9 58.78	59.90
Financial assets
i. Investments	10 1.11	1.11
ii. Loan to Employees	-	15,123.97
iii. Others -Security deposits	1,856.87	1,413.02
Income tax assets (net)	3,583.22	3,549.81
Deferred tax assets (net)	47 7,549.64	4,019.22
Other non current assets	11 9,250.43	4,102.81
Total non current assets	2,85,075.41	2,48,040.18
Current assets
Inventories	12 9,064.06	5,238.80
Financial assets
i. Trade receivables	13 73,834.26	9,415.35
ii. Cash and cash equivalents	14 9,420.10	29,682.76
iii. Bank balance other than (ii) above iv. Other fnancial assets	15 5,598.13 16 4,064.29	3,880.08 3,228.70
Other current assets	17 16,357.76	8,729.33
Total current assets	1,18,338.60	60,175.02
Total assets	4,03,414.01	3,08,215.20
Equity and liabilities
Equity
Equity share capital	18 3,510.45	3,510.45
Other equity	19 2,14,469.42	1,90,136.94
Equity attributable to owners of the Company	2,17,979.87	1,93,647.39
Non Controlling Interest	19 8,258.65	10,902.45
Total equity	2,26,238.52	2,04,549.84
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings	21 6,427.55	11,231.97
ii. Lease Liability iii. Other fnancial liabilities	41,269.13 22 3,897.42	28,858.81 3,546.83
Provisions	20 1,488.31	1,264.00
Deferred tax liabilities (net)	47 7,302.22	8,090.87
Other non-current liabilities	23 92.19	112.02
Total non-current liabilities	60,476.82	53,104.50
Current liabilities
Financial liabilities
i. Borrowings	21 31,840.61	30,412.49
ii. Lease Liability	3,993.15	2,917.32
iii. Trade payables
Total outstanding dues of creditors of micro enterprises and small	24 163.07	35.53
enterprises
Total outstanding dues of creditors other than micro enterprises	24 67,305.64	7,431.47
and small enterprises iv. Other fnancial liabilities	25 4,132.71	4,873.50
Other current liabilities	26 3,892.07	4,056.64
Provisions	20 504.39	315.99
Current tax liabilities (net)	4,867.03	517.92
Total current liabilities	1,16,698.67	50,560.86
Total liabilities	1,77,175.49	1,03,665.36
Total equity and liabilities	4,03,414.01	3,08,215.20

See accompanying notes to the financial statements In terms of our report attached

For CNK & Associates LLP

For and on behalf of the Board of Directors

Chartered Accountants

Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Place: Mumbai Date: May 27, 2022

Raj K. Chandaria Kanwaljit S. Nagpal Chairman & Managing Director Director DIN : 00037518 DIN : 00012201

Murad M. Moledina Chief Financial Officer Place: Mumbai Date: May 27, 2022

Monica T. Gandhi Company Secretary

Consolidated Statement of Profit and Loss 147

Consolidated Statement of Profit and Loss for the year ended March 31, 2022

		(All amounts are in INR lakhs except for earning per share information)	(All amounts are in INR lakhs except for earning per share information)
		Note	For the year ended March 31, 2022 For the year ended March 31, 2021
I	Revenue from operations	27	4,63,098.01 3,84,345.64
II	Other income	28	3,874.21 3,686.99
III	Total income( I + II)		4,66,972.22 3,88,032.63
IV	Expenses
	Purchase of stock-in-trade	29	3,91,328.76 3,17,732.49
	Changes in inventories of stock in trade	29	(3,126.67) (1,097.87)
	Employee benefts expense	30	6,618.68 4,637.14
	Expenses as per Employee Stock Purchase Plan	38	- 9,832.37
	Finance costs	31	2,174.79 1,731.21
	Depreciation and amortisation expense	32	7,935.63 7,159.97
	Other expenses	33	14,841.97 14,476.98
	Total expenses		4,19,773.16 3,54,472.29
V	Proft before tax (III- IV)		47,199.06 33,560.34
VI	Income tax expense	47
	Current tax		13,063.83 6,050.53
	Adjustments in respect of earlier year (including deferred tax)		(35.92) (15.01)
	Deferred tax		(4,323.03) 2,602.45
	Total tax expense		8,704.88 8,637.97
VII	Proft for the year (V- VI)		38,494.18 24,922.37
	Attributable to:
	Owners of the Company		35,752.29 22,338.22
	Non Controlling Interest		2,741.89 2,584.15
VIII	Other comprehensive income
	(i) Items that will not be reclassifed subsequently to proft or loss Remeasurement (gain) of defned beneft obligations		(17.46) (60.49)
	(ii) Income tax relating to above items that will not be reclassifed toproft or loss		4.95 14.41
	Total Other comprehensive income(Net of tax)		12.51 46.08
	Attributable to:
	Owners of the Company		12.47 46.02
	Non ControllingInterest		0.04 0.06
IX	Total comprehensive income(VII+VIII)		38,506.69 24,968.45
	Attributable to:
	Owners of the Company		35,764.76 22,384.24
	Non Controlling Interest		2,741.93 2,584.21
X	Earnings per share (Face Value of Rs.1/- each)	34
	Basic earnings per share (Rs.)		10.19 6.49
	Diluted earningsper share(Rs.)		10.19 6.36

See accompanying notes to the financial statements

In terms of our report attached

For CNK & Associates LLP Chartered Accountants Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Place: Mumbai Date: May 27, 2022

For and on behalf of the Board of Directors

Raj K. Chandaria Kanwaljit S. Nagpal Chairman & Managing Director Director DIN : 00037518 DIN : 00012201

Murad M. Moledina Chief Financial Officer Place: Mumbai Date: May 27, 2022

Monica T. Gandhi Company Secretary

148 Annual Report 2021–22

Consolidated Cash Flow Statement for the year ended March 31, 2022

ended March 31, 2022
(All amounts are in	INR lakhs, unless	stated otherwise)
	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Cash fow from operating activities
Proft before tax	47,199.06	33,560.34
Adjustments for:
Depreciation and amortisation	7,935.63	7,159.97
Loss on sale of property, plant and equipment	20.00	0.09
Finance costs	2,174.79	1,731.21
Interest income	(2,564.12)	(2,195.89)
Dividend Income on current investments	-	(11.47)
Sundry Credit Balances written back	(237.00)	(496.46)
Bad debts written of	72.84	131.58
Provision for doubtful debts and advances	-	123.81
Provision for doubtful debts/ advances written back	(103.46)	(242.69)
Doubtful debtors and advances written of	-	242.69
Expenses as per Employee Stock Purchase Plan	-	9,832.37
Actuarial gain recognised in other comprehensive income	17.46	60.49
Operating proft before working capital changes	54,515.20	49,896.04
Adjustments for changes in working capital:
(Increase) in inventories	(3,825.26)	(1,027.79)
(Increase)/ decrease in trade receivables	(64,388.29)	35,732.40
(Increase) in other current fnancial assets	(1,003.96)	(2,075.47)
(Increase) in current assets	(7,628.43)	(1,893.14)
(Increase) in other non current fnancial assets	(447.62)	(104.20)
(Increase) in non-current assets	(511.87)	(1,280.79)
(Increase)/ decrease Bank balance not considered as cash and	(1,718.05)	216.66
cash equivalents
Increase/ (decrease) in trade payables	60,238.71	(32,191.39)
(Decrease)/ increase in other current fnancial liabilities	(810.15)	1,060.38
Increase/ (decrease) in current provisions	188.40	(85.61)
(Decrease) in other non-current liabilities	(2.84)	(2.57)
(Decrease)/ increase in other current liabilities	(164.57)	354.13
Increase Other non-current fnancial liabilities	335.03	713.54
Increase/ (decrease) in non-current provisions	224.31	(126.62)
Cash generated from operations	35,000.61	49,185.57
Income tax paid (net)	(8,713.21)	(5,030.39)
Net cash generated from operating activities (A)	26,287.40	44,155.18
Cash fow from investing activities
Purchase of property, plant and equipment including capital	(39,318.41)	(35,877.81)
advances
Sale of property, plant and equipment	2.64	8.59
Sale of investments in subsidiary Company	5,321.98	0.20
Sale of Current investments	-	729.81
Loan given	-	(10,295.39)
Repayment of loan	15,123.97	-
Dividend income received	-	11.47
Interest income received	2,675.42	2,624.67
Net cash (used in) investing activities (B)	(16,194.40)	(42,798.46)

Consolidated Cash Flow Statement 149

Consolidated Cash Flow Statement for the year ended March 31, 2022

==> picture [463 x 220] intentionally omitted <==

----- Start of picture text -----

||||
|---|---|---|
|(All amounts are in INR lakhs, unless stated otherwise)|
|For the year|For the year|
|ended March|ended March|
|31, 2022|31, 2021|
|Cash flow from financing activities|
|Proceeds from issue of shares on exercise of options|-|113.33|
|Increase in current borrowings (net)|6,292.66|6,366.38|
|Proceeds from borrowings|2,902.23|11,223.38|
|Repayment of borrowings|(12,571.19)|(1,255.14)|
|Payment of lease liabilities|(3,562.30)|(3,029.11)|
|Dividend paid (including payment of dividend by a subsidiary to|(22,113.07)|(4,861.59)|
|non-controlling interest)|
|Share issue expenses of subsidiary Company|(2.46)|-|
|Interest paid|(1,301.53)|(2,478.68)|
|Net cash (used in)/generated from financing activities (C)|(30,355.66)|6,078.57|
|Net (decrease)/increase in cash and cash equivalents (A+B+C)|(20,262.66)|7,435.29|
|Cash and cash equivalents as at the beginning of the year|29,682.76|22,247.47|
|Cash and cash equivalents as at the end of the year (Refer note 14)|9,420.10|29,682.76|

----- End of picture text -----

Note:

The above Cash Flow Statement has been prepared under the ‘indirect method’ as set out in Indian Accounting Standard (Ind AS 7) - Statement of Cash Flow.

In terms of our report attached

For CNK & Associates LLP Chartered Accountants Firm Registration no.:101961 W/W-100036

D.P.Sapre Partner Membership no.:40740

Place: Mumbai Date: May 27, 2022

For and on behalf of the Board of Directors

Raj K. Chandaria Kanwaljit S. Nagpal Chairman & Managing Director Director DIN : 00037518 DIN : 00012201

Murad M. Moledina Chief Financial Officer Monica T. Gandhi Place: Mumbai Company Secretary Date: May 27, 2022

150 Annual Report 2021–22

Consolidated Statement of changes in equity for the year ended March 31, 2022

(All amounts are in INR lakhs, unless stated otherwise) Particulars Balance as at April 1, 2020 Changes in equity shares during the year Balance as at March 31, 2021 Changes in equity shares during the year Balance as at March 31, 2022	3,510.45	B. Other equity (All amounts are in INR lakhs, unless stated otherwise) Particulars Reserves and surplus Other comprehensive income Other equity attributable to the owners of the Parent Non- controlling interest Total Securities premium Capital reserves (including Capital Reserve - Demerger) Capital redemption reserves Capital reserve on consolidation General Reserves Debenture Redemption Reserves Stock option outstanding reserve Balance in Statement of Proft and Loss Remeasurement of defned beneft obligations	B. Other equity (All amounts are in INR lakhs, unless stated otherwise) Particulars Reserves and surplus Other comprehensive income Other equity attributable to the owners of the Parent Non- controlling interest Total Securities premium Capital reserves (including Capital Reserve - Demerger) Capital redemption reserves Capital reserve on consolidation General Reserves Debenture Redemption Reserves Stock option outstanding reserve Balance in Statement of Proft and Loss Remeasurement of defned beneft obligations	1,71,124.42 24,968.45 4,946.52	2,01,039.39 38,506.69 (16,818.01)	2,22,728.07	See the accompanying notes to fnancial statements In terms of our report attached For CNK & Associates LLP For and on behalf of the Board of Directors Chartered Accountants Firm Registration no.:101961 W/W-100036 Raj K. Chandaria Kanwaljit S. Nagpal Murad M. Moledina Monica T. Gandhi D.P. Sapre Chairman and Managing Director Director Chief Financial Ofcer Company Secretary Partner DIN : 00037518 DIN : 00012201 Membership no.:40740 Place: Mumbai Place: Mumbai Date: May 27, 2022 Date: May 27, 2022
				9,060.22 2,584.21 (741.98)	10,902.45 2,741.93 (5,385.73)	8,258.65
				1,62,064.20 22,384.24 5,688.50	1,90,136.94 35,764.76 (11,432.28)	2,14,469.42
	Equity share capital 3,397.12 113.33 3,510.45 -
			Remeasurement of defned beneft obligations	(177.40) 46.02 -	(131.38) 12.47 -	**(118.91) **
			Balance in Statement of Proft and Loss	87,693.78 22,338.22 (4,245.23)	1,05,786.77 35,752.29 (11,432.50)	1,30,106.56
			Stock option outstanding reserve	12,641.62 - (12,641.62)	- - -	-
			Debenture Redemption Reserves	- - -	- - -	-
			General Reserves	18,742.32 - 1.35	18,743.67 - 0.22	18,743.89
			Capital reserve on consolidation	741.64 - -	741.64 - -	741.64
			Capital redemption reserves	5,822.20 - 100.00	5,922.20 - -	5,922.20
			Capital reserves (including Capital Reserve - Demerger)	186.27 - -	186.27 - -	186.27
			Securities premium	36,413.77 - 22,474.00	58,887.77 - -	58,887.77
				Balance as at April 1, 2020 Total comprehensive income Addition/ reduction during the year (Refer Note No. 19)	Balance as at March 31, 2021 Total comprehensive income Addition/ reduction during the year (Refer Note No. 19)	Balance as at March 31, 2022

Notes to the Consolidated Financial Statements 151

Notes to the Consolidated Financial Statements

1 General information

Aegis Logistics Limited (‘the Company’) having its registered office at 502, Skylon, GIDC, Char Rasta, vapi-396195, Dist. Valsad, Gujarat and corporate office at 1202, 12th Floor, Tower B, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400013, was incorporated on June 30, 1956 vide certificate of incorporation No L63090GJ1956PLC001032 issued by the Registrar of Companies, Gujarat. It is the ultimate holding Group in the Aegis group of companies. Aegis Logistics Limited and its subsidiaries together referred as Group.

The Group is in the business of import and distribution of Liquified Petroleum Gas (LPG) and storage and terminalling facility for LPG and chemical products. The Group has storage facilities at Mumbai, Haldia, Pipavav, Kochi, Kandla and Mangalore.

2 Statement of Compliance

The financial statements have been prepared in accordance with Indian Accounting Standards(Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015.

3 Basis of preparation and presentation

The Financial Statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement or disclosure purposes in these standalone financial statements is determined on such a basis, except for share based payment transactions that are within scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in Ind AS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3 inputs are unobservable inputs for the asset or liability.

4 Functional and presentation currency

These consolidated financial statements are presented in Indian rupees, which is the Group’s functional currency. All amounts have been rounded to the nearest lakh with two decimals, unless otherwise indicated.

152 Annual Report 2021–22

5 Statement of significant accounting policies

I) Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange of control of the acquiree. Acquisition related costs are generally recognised in Statement of Profit and Loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that deferred tax assets or liabilities related to employee benefits arrangements are recognised and measured in accordance with Ind AS 12 Income taxes and Ind AS 19 Employee benefits respectively.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value of at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

II) Basis of consolidation

• The consolidated financial statements incorporate the financial statements of the Group and entities controlled by the Group and its subsidiaries. Control is achieved when the Group:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affects its returns.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Statement of Profit and Loss from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

i) Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in existing subsidiaries that do not result in the Group losing the control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which

Notes to the Consolidated Financial Statements 153

the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Group.

When the Group loses control of a subsidiary, a gain or loss is recognised in Statement of Profit and Loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified /permitted by applicable Ind AS). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under Ind AS 109, or, when applicable, the cost on initial recognition of an investment in an associate or joint venture.

ii) List of Subsidiaries

ii) List of Subsidiaries
Name of the Group Place of Incorporation	Principal activities % holding As at March 31, 2022 As at March 31, 2021 Storage services 100% 100% Storage services 100% 100% Storage services 100% 100% Trading of Liquifed Petroleum Gas 60% 60% Storage services and Trading of Liquifed Petroleum Gas 100% 100% Storage services 75% 80.30% Trading of bunker fuels 100% 100% There is no activity 100% 100% There is no activity 96% 100%
Sea Lord Containers Limited India Konkan Storage Systems (Kochi) Private Limited India Eastern India LPG Co Private Limited India Aegis Group International Pte. Limited Singapore Aegis Gas (LPG) Private Limited India Hindustan Aegis LPG Limited India Aegis International Marine Services Pte. Limited Singapore Aegis Vopak Terminals Limited (Formerly known as Aegis LPG Logistics (PIPAVAV) Limited) India Aegis Terminal Pipavav Limited India

III) Goodwill

Goodwill arising on an acquisition of a business is carried at cost established at the date of acquisition of the business less accumulated impairment loss if any.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash generating units (CGU) that is expected to benefit from the synergies of the combination.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, if the recoverable amount of the CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the units pro-rata based on the carrying amount of each asset in the unit, any impairment loss or goodwill is not reversed in subsequent period.

On disposal of relevant CGU the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

154 Annual Report 2021–22

IV) Foreign currencies

i) Foreign currency transactions

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent measurement

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at the fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

ii) Embedded derivatives

Embedded derivatives are carried at fair value and the resultant gains and losses are recorded in the Statement of Profit and Loss.

V) Property, plant and equipment

i) Items of property, plant and equipment are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises

a) the purchase price including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates.,

b) any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and

c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period for purposes other than to produce inventories during that period.

Income and expenses related to the incidental operations, not necessary to bring the item to the location and condition necessary for it to be capable of operating in the manner intended by management, are recognised in Statement of Profit and Loss.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in Statement of Profit and Loss.

On transition to Ind AS, the Company has elected to continue with the carrying value of all its property plant and equipment recognised as at April 01, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment

Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest if any.

ii) Subsequent expenditure:

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during the reporting period in which they are incurred.

Notes to the Consolidated Financial Statements 155

iii) Depreciation / amortisation

Depreciation is recognised so as to write off the cost of assets less their residual values over their estimated useful lives, using straight line method. Useful life of the asset is taken, as specified in Schedule II of the Companies Act, 2013.

Depreciation on additions during the year has been provided on prorata basis from the date of such additions. Depreciation on assets sold, discarded or demolished has been provided on prorata basis.

Leasehold assets are amortised over the primary period of lease or its useful life, whichever is shorter on a straight line basis.

iv) Intangible assets

Intangible assets are recognised, only if it is probable that the future economic benefits that are attributable to the assets will flow to the enterprise and the cost of the assets can be measured reliably. The intangible assets are recorded at cost and are carried at cost less accumulated amortisation and accumulated impairment losses, if any.

Intangible assets are amortised so as to reflect the pattern in which the asset’s economic benefits are consumed over a period of 5 to 7 years.

Group capitalises the cost incurred to develop computer software for internal use during the application development stage of the software whereas cost incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred.

v) Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Intangible assets with indefinite useful life and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in statement of profit and loss.

When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss has been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in Statement of Profit and Loss.

VI) Financial Instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and liabilities are initially measured at fair value. Transactions costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and Loss.

156 Annual Report 2021–22

Financial Assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

i) Classification of financial assets

Debt Instruments at Amortised Cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met: a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

Debt Instruments at FVOCI

A ‘debt instrument’ is measured at the fair value through other comprehensive income(FVOCI) if both the following conditions are met:

a) The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

For assets classified as subsequently measured at FVOCI, interest revenue, expected credit losses, and foreign exchange gains or losses are recognised in Statement of Profit and Loss. Other gains and losses on remeasurement to fair value are recognised in OCI. On derecognition, the cumulative gain or loss previously recognised in OCI is reclassified from equity to Statement of Profit and Loss.

Debt instrument at fair value through profit and loss (FVTPL)

Any debt instrument, which does not meet the criteria for categorisation as at amortised cost or as FVOCI, is classified as at FVTPL. In addition, the Group may elect to classify a debt instrument, which otherwise meets amortised cost or FVOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). Debt instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

ii) Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Group decides to classify the same either as at FVOCI or FVTPL. The Group makes such election on an instrument-byinstrument basis. The classification is made on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the Statement of Profit and Loss.

Notes to the Consolidated Financial Statements 157

iii) Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain of loss that had been recognised in other comprehensive income and accumulated in equity is recognised in the Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of the transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in Statement of Profit and Loss if such gain or loss would have otherwise been recognised in Statement of Profit and Loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

iv) Impairment of financial assets

Financial assets of the Group comprise of trade receivable and other receivables consisting of loans, deposits, input credit receivables and bank balance. An impairment loss for trade and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Impairment losses if any, are recognised in Statement of Profit and Loss for the year.

Financial liabilities and equity instruments

Financial instruments with a contractual obligation to deliver cash or another financial assets is recognised as financial liability by the Group.

i) Classification as debt or equity

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

ii) Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Group’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in Statement of Profit and Loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

iii) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

158 Annual Report 2021–22

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is either contingent consideration recognised by the Group as an acquirer in a business combination to which Ind AS 103 applies or is held for trading or it is designated as at FVTPL. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or - on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short term profit taking; or

• it is derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration recognised by the Group as an acquirer in a business combination to which Ind AS 103 applies, may be designated as at FVTPL upon initial recognition if:

• such designation eliminated or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping in provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire combined contract to be designated as at FVTPL in accordance with Ind AS 109. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in Statement of Profit and Loss. The net gain or loss recognised in Statement of Profit and Loss incorporates any interest paid on the financial liability and in included in the ‘Other income’ line item.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’ line item.

The effective interest method is method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.

v) Derecognition

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. An exchange between with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.

vi) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Notes to the Consolidated Financial Statements 159

VII) Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including cross currency interest rate swaps. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedging relationship and the nature of the hedged item.

Hedge accounting

The Group designates derivatives as hedging instruments in respect of foreign currency risk as fair value hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.

Fair value hedges

Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the designated portion of hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in profit or loss in the line item relating Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it to the hedged item.no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.

VIII) Borrowing cost

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds and is measured with reference to the effective interest rate applicable to the respective borrowing. Borrowing costs include interest costs measured at EIR and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are attributable to acquisition or construction of qualifying assets are capitalised as a part of cost of such assets till the time the asset is ready for its intended use. A qualifying assets is the one that necessarily takes substantial period of time to get ready for intended use. Other borrowing costs are recorded as an expense in the Profit and loss account in the year in which they are incurred.

IX) Leases

The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.

The Company as a lessee

The Company assesses, whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract involves–

a) the use of an identified asset,

b) the right to obtain substantially all the economic benefits from use of the identified asset, and

c) the right to direct the use of the identified asset.

The Company at the inception of the lease contract recognises a Right-of-Use (RoU) asset at cost and a corresponding lease liability, for all lease arrangements in which it is a lessee, except for leases with term of less than twelve months (short term) or low-value assets.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised

160 Annual Report 2021–22

The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets.

Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the valuein-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

For lease liabilities at inception, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate.

The Company recognises the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in the Statement of profit and loss.

For short-term or low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.

The Company as a lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Contracts in which all the risks and rewards of the lease are substantially transferred to the lessee are classified as a finance lease. All other leases are classified as operating leases.

Leases, for which the Company is an intermediate lessor, it accounts for the head-lease and sublease as two separate contracts. The sub-lease is classified as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease.

X) Inventories

Inventories are carried at lower of cost and net realisable value. Cost is determined by using the First in First Out formula. Costs comprise all cost of purchase and cost incurred in bringing the inventory to their present location and condition other than taxes that are subsequently recoverable by the Company from tax authorities.

XI) Cash and cash equivalents

“Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.”

XII) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for rebates.

Sale of goods

“Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following conditions are satisfied:

• the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

Notes to the Consolidated Financial Statements 161

• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of revenue can be measured reliably;

• it is probable that the economic benefits associated with the transaction will flow to the Group; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Service revenue is recognised based on contract terms and on time proportion basis as applicable and excludes Goods and Services Tax.

XIII) Other income

Dividend and Interest income

Dividend income is recognised in statement of profit and loss on the date on which the Group’s right to receive payment is established.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Rental Income

Rental income arising from operating leases on investment properties is accounted for on an accrual basis as per the terms of the lease contract and is included in other income in the Statement of Profit and Loss.

XIV) Retirement and other employee benefits

i) Short term employee benefits

Short-term employee benefits are expensed as the related service is provided at the undiscounted amount of the benefits expected to be paid in exchange for that service. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

ii) Post Employment Employee Benefits

Retirement benefits to employees comprise payments to government provident funds, gratuity fund, leave encashment and superannuation fund.

Defined contribution plans

Retirement benefits in the form of provident fund and superannuation fund are a defined contribution scheme and the contributions are charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due. There are no other obligations other than the contribution payable to the respective trusts.

Defined benefit plans

Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the

162 Annual Report 2021–22

recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.

Remeasurement of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. Net interest expense (income) on the net defined liability (assets) is computed by applying the discount rate, used to measure the net defined liability (asset), to the net defined liability (asset) at the start of the financial year after taking into account any changes as a result of contribution and benefit payments during the year. Net interest expense and other expenses related to defined benefit plans are recognised in statement of profit and loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in Statement of Profit and Loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Short term compensated absences are provided for based on estimates.

Other long term benefits

Long term compensated absences are provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method. Actuarial gains/losses are recognised in the other comprehensive income.

XV) Taxation

Income tax expenses represents the sum of the tax currently payable and deferred tax.

i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the Statement of Profit and Loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the standalone financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Group is able to control the reversal of temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Notes to the Consolidated Financial Statements 163

The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

iii) Current and deferred tax for the year

Current and deferred tax are recognised in Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

iv) Minimum alternate tax credit

Minimum alternate tax credit is recognised as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit is written down to the extent there is no longer a convincing evidence to the effect that the Group will pay normal income tax during the specified period.

XVI) Provisions, contingent liabilities and contingent assets

A provision is recognised when the Group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the notes to the financial statements. Contingent assets are not recognised in the financial statements Further, long term provisions are determined by discounting the expected future cash flows specific to the liability. The unwinding of the discount is recognised as finance cost. A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

XVII) Operating cycle

Classification of Assets and Liabilities as Current and Non-Current: All assets and liabilities are classified as current or noncurrent as per the Company’s normal operating cycle, and other criteria set out in Schedule III of the Companies Act, 2013. Based on the nature of products and the time lag between the acquisition of assets for processing and their realisation in cash and cash equivalents, 12 month period has been considered by the Company as its normal operating cycle.

XVIII) Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.

6 Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in accordance with Ind AS requires use of estimates and assumptions for some items, which might have an effect on their recognition and measurement in the balance sheet and statement of profit and loss. The actual amounts realised may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates (accounted on a prospective basis) are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods of the revision affects both current and future periods.

The following are the key assumption concerning the future and other key sources of estimations uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:

164 Annual Report 2021–22

a) Property, plant and equipment :

Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalised. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, 2013. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support. Assumptions also need to be made, when the Group assesses, whether an asset may be capitalised and which components of the cost of the asset may be capitalised.

b) Recognition and measurement of defined benefit obligations :

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation and vested future benefits and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.

c) Recognition of deferred tax assets :

A deferred tax asset is recognised for all the deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. The management assesses that there will be sufficient taxable profits against which to utilise the benefits of temporary differences and they are expected to reverse in the foreseeable future.

7 Recent pronouncements - Standards Issued But Not Effective

On March 23, 2022, the Ministry of Corporate Affairs (MCA) has notified Companies (Indian Accounting Standards) Amendment Rules, 2022. This notification has resulted into amendments in the following existing accounting standards which are applicable to Group from April 1, 2022.

• i. Ind AS 101 – First time adoption of Ind AS

• ii. Ind AS 103 – Business Combination

• iii. Ind AS 109 – Financial Instrument

• iv. Ind AS 16 – Property, Plant and Equipment

• v. Ind AS 37 –Provisions, Contingent Liabilities and Contingent Assets

Application of above standards are not expected to have any significant impact on the Group’s financial statements.

Notes to the Consolidated Financial Statements 165

Description Gross block Accumulated depreciation Net block As at April 1, 2021 Additions Deductions As at March 31, 2022 Upto March 31, 2021 Charge for the year Deductions Upto March 31, 2022 As at March 31, 2022	As at March 31, 2022	31,315.46 43,645.42 14,201.48 1,47,123.56 302.80 585.34 222.35	2,37,396.41	Property, plant and equipment - As at March 31, 2021 Description Gross block Accumulated depreciation Net block As at April 1, 2020 Additions Deductions As at March 31, 2021 Upto March 31, 2020 Charge for the year Deductions Upto March 31, 2021 As at March 31, 2021	Freehold land 31,315.46 - - 31,315.46 - - - - 31,315.46 Right-of-use Assets -Land 34,850.84 590.22 - 35,441.06 1,747.46 1,750.49 - 3,497.95 31,943.11 Building 13,614.12 29.40 - 13,643.52 1,696.86 643.48 - 2,340.34 11,303.18 Plant and equipment 1,04,985.49 8,128.35 - 1,13,113.84 12,751.02 5,061.41 - 17,812.43 95,301.41 Ofce equipment 453.05 48.56 - 501.61 223.41 73.39 - 296.80 204.81 Furniture and fxtures 1,110.07 68.84 - 1,178.91 465.79 113.52 - 579.31 599.60 Vehicles 349.80 60.68 28.93 381.55 135.13 47.56 20.25 162.44 219.11	Total 1,86,678.83 8,926.05 28.93 1,95,575.95 17,019.67 7,689.85 20.25 24,689.27 1,70,886.68
	Upto March 31, 2022	- 5,506.38 3,030.53 23,284.26 386.62 706.22 196.18	33,110.19
	Upto March 31, 2021 Charge for the year Deductions	- - - 3,497.95 2,008.43 - 2,340.34 690.19 - 17,812.43 5,549.64 77.81 296.80 89.82 - 579.31 126.91 - 162.44 45.16 11.42	24,689.27 8,510.15 89.23
	As at March 31, 2022	31,315.46 49,151.80 17,232.01 1,70,407.82 689.42 1,291.56 418.53	2,70,506.60
		Freehold land 31,315.46 - - Right-of-use Assets -Land 35,441.06 13,710.74 - Building 13,643.52 3,588.49 - Plant and equipment 1,13,113.84 57,390.27 96.29 Ofce equipment 501.61 187.81 - Furniture and fxtures 1,178.91 112.65 - Vehicles 381.55 52.56 15.58	Total 1,95,575.95 75,042.52 111.87

166 Annual Report 2021–22

(All amounts are in INR lakhs, unless stated otherwise)	Projects in progress Less than 1 year 1-2 years 2-3 years More than 3 years Total	As at March 31, 2022 22,894.11 799.47 809.75 750.15 25,253.48	As at March 31, 2021 36,846.48 10,611.45 453.64 846.62 48,758.19	Note: The Group does not have any temporarily suspended project or any CWIP which is overdue or has exceeded its cost compared to its original plan.	Note 8C	(1) Specifc fxed assets of the Company have been provided as security to the consortium of banks by way of pari-pasu frst charge for working capital limits and term loans	availed by the Company [Refer note 21]	(2) Buildings include Rs. 5.58 lakh (Previous Year Rs. 5.58 lakh) for premises in a Co-operative Society against which the shares of the face value of Rs. 500 are held under	the bye-laws of the society.	(3) Additions to capital work in progress include borrowing cost capitalised during the year of Rs.684.32 lakh (Previous year Rs.2,003.81 lakh) and interest expenses on lease	liabilities of Rs.1,151.78 lakh (Previous year Rs.1,247.50 lakh).	(4) Refer note 50 related to Business Transfer Agreements.

Notes to the Consolidated Financial Statements 167

Intangible assets - As at March 31, 2022 (All amounts are in INR lakhs, unless stated otherwise) Description Gross block Accumulated amortisation Net block As at April 1, 2021 Additions Deductions As at March 31, 2022 Upto March 31, 2021 Charge for the year Deductions Upto March 31, 2022 As at March 31, 2022	As at March 31, 2022	58.78	58.78	Intangible assets - As at March 31, 2021 Description Gross block Accumulated amortisation Net block As at April 1, 2020 Additions Deductions As at March 31, 2021 Upto March 31, 2020 Charge for the year Deductions Upto March 31, 2021 As at March 31, 2021	Computer software 222.86 8.26 - 231.12 136.68 34.54 - 171.22 59.90	Total 222.86 8.26 - 231.12 136.68 34.54 - 171.22 59.90
	Upto March 31, 2022	204.10	204.10
	Upto March 31, 2021 Charge for the year Deductions	171.22 32.88 -	171.22 32.88 -
	As at March 31, 2022	262.88	262.88
		Computer software 231.12 31.76 -	Total 231.12 31.76 -

168 Annual Report 2021–22

Note 10

Investments

Non-Current Investments

	(All amounts are	in INR lakhs, unless stated otherwise)	in INR lakhs, unless stated otherwise)
Particulars		As at	As at
		March 31, 2022	March 31, 2021
Investments in Government Securities (unquoted)		1.08	1.08
Investments in Equity Instruments (quoted)		0.03	0.03
Total		1.11	1.11

Note 10.1

Non current financial assets - Investments

(All amounts are in INR lakhs, unless	stated otherwise)
Investments in Government Securities (unquoted) As at	As at
March 31, 2022	March 31, 2021
Government Securities of the Face Value of Rs.0.48 lakh 1.08 (Deposited with Government Authorities)	1.08
(All amounts are in INR lakhs, unless	stated otherwise)
Investments in Equity Instruments (quoted) As at	As at
March 31, 2022	March 31, 2021
289 Equity Shares of Rs. 10 each of JIK Industries Limited 0.29	0.29
Less: Provision for diminution in value of investments (0.26)	(0.26)
289 Equity Shares of Rs. 10 each of JIK Industries Limited 0.03	0.03

Note 10.2

Aggregate value of

(All amounts are	in INR lakhs, unless	stated otherwise)
	As at	As at
	March 31, 2022	March 31, 2021
a) Quoted investments - Cost	0.29	0.29
b) Quoted investments - Market Value	0.00	0.00
c) Unquoted investments	1.08	1.08
d) Provisions for impairment in the value of investments	0.26	0.26

Note 11

Other non-current assets

(At lower of cost and net realisable value)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Capital Advances 6,954.18	2,318.43
Input tax credit receivables 2,250.02	1,732.70
Advance Rentals 39.45	46.61
Prepaid expenses 6.78	5.07
Total 9,250.43	4,102.81

Notes to the Consolidated Financial Statements 169

Note 12

Inventories

(At lower of cost and net realisable value)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Stock in trade:
- Liquefed Petroleum Gas	7,014.57	4,027.98
- Others - Machinery for Autogas Dispensing Station	309.40	169.32
Consumables,stores & spares and others	1,740.09	1,041.50
Total	9,064.06	5,238.80

Note 13

Trade receivables

(Unsecured)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Considered Good	73,834.26	9,415.35
Trade receivables - credit impaired	237.87	341.33
	74,072.13	9,756.68
Less: Loss allowance	237.87	341.33
Total	73,834.26	9,415.35

Note 13.1

1. The carrying amounts of trade receivables as at the reporting date approximate fair value. Trade receivables are non-interest bearing.

2. No trade receivables are due from directors or other officers of the Group either severally or jointly withany other personn or any trade

3. Refer note 42 for Trade Receivables ageing schedule.

Note 14

Cash and cash equivalents

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Bank balances
- Current accounts	4,998.89	6,714.46
- Deposit accounts	4,407.37	22,950.19
Cash on hand	13.84	18.11
Total	9,420.10	29,682.76

170 Annual Report 2021–22

Note 15

Other bank balances

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
In earmarked accounts: - Deposit accounts (Refer note 15.1)	5,060.18	3,372.36
- Margin money (Refer note 15.2)	131.91	126.34
- Unpaid dividend accounts	406.04	381.38
Total	5,598.13	3,880.08
e 15.1
Deposits placed with the bank as security against	5,060.18	3,372.36
borrowings
Loan amounting outstanding against above at the year end	-	366.44
e 15.2
Margin money against guarantees and other commitments	4.34	-

Note 15.1

Note 15.2

Note 16

Other Current Financial Assets

(Unsecured and considered good)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Unbilled Revenue 3,251.64	2,352.88
Insurance claim receivable 550.60	448.68
Advance to employees 43.35	28.26
Deposit with Government authorities 20.96	32.96
Interest accrued on deposits with bank and others 125.93	294.30
Others 71.81	71.62
Total 4,064.29	3,228.70

Note 17

Other current assets

(Unsecured, considered good unless otherwise stated)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Advance to suppliers 2,304.80	1,537.06
Input tax credit receivables 7,785.12	5,541.04
Prepaid expenses 4,930.97	302.88
Balance with statutory authorities 1,060.00	1,071.21
Advance Rentals 7.17	7.17
Advance giventoMaharashtraPollutionControl Board 269.70	269.97
Total 16,357.76	8,729.33

Notes to the Consolidated Financial Statements 171

Note 18

Equity share capital

Equity share capital
Particulars	(All amounts are in INR lakhs, unless stated otherwise) As at March 31, 2022 As at March 31, 2021
	Number Amount Number Amount
[a] Authorised share capital Equity shares of the par value of Rs 1 each 13.5 % Cumulative Redeemable Preference shares of the par value of Rs 100 each Redeemable Preference shares of thepar value of Rs 10 each	52,00,00,000 5,200.00 52,00,00,000 5,200.00 1,00,000 100.00 1,00,000 100.00 60,00,000 600.00 60,00,000 600.00
Total	52,61,00,000 5,900.00 52,61,00,000 5,900.00
[b] Issued, subscribed and paid up Equity shares of Rs.1 each Add: Forfeited shares (amount originally paid up)	35,10,00,000 3,510.00 35,10,00,000 3,510.00 0.45 0.45
Total	35,10,00,000 3,510.45 35,10,00,000 3,510.45

[c] Reconciliation of number of equity shares outstanding at the beginning and end of the year :

	As at March 31, 2022 As at March 31, 2021
	Number Amount Number Amount
At the beginning of the year Shares allotted under ESPP scheme(Refer Note 38)	35,10,00,000 3,510.00 33,96,66,667 3,396.67 - - 1,13,33,333 113.33
	35,10,00,000 3,510.00 35,10,00,000 3,510.00

[d] Rights, preferences and restrictions attached to equity shares :

• a) Right to receive dividend as may be approved by the Board of Directors / Annual General Meeting.

• b) The Equity Shares are not repayable except in the case of a buyback, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013

• c) Every member of the Company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share in the paid-up capital of the Company.

[e] Details of shareholders holding more than 5% of the aggregate shares in the Company

Name of the shareholder	As at March 31, 2022 As at March 31, 2021
	Number Percentage Number Percentage
Equity shares of Rs.1/- each fully paid Huron Holdings Limited Trans Asia Petroleum Inc	11,11,60,570 31.67% 11,11,60,570 31.67% 9,26,53,553 26.40% 9,15,05,438 26.07%

172 Annual Report 2021–22

[f] Details of share held by the promoters :

Name of the shareholder	As at March 31, 2022 As at March 31, 2021
	Number Amount Number Amount
Equity shares of Rs.1/- each fully paid Huron Holdings Limited - % Change during the year Trans Asia Petroleum Inc - % Change during the year Asia Infrastructure Investment Ltd - % Change duringtheyear	11,11,60,570 31.67% 11,11,60,570 31.67% 0.00% -1.06% 9,26,53,553 26.40% 9,15,05,438 26.07% 0.33% -0.87% 10,000 0.00% 10,000 0.00% 0.00% 0.00%

Note 19

A. Other equity (attributable to the owners of the Company)

Securities Premium

Securities Premium
	(All amounts are in INR lakhs, unless stated otherwise)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	58,887.77	36,413.77
Addition duringtheyear	-	22,474.00
Balance as at the end of theyear	58,887.77	58,887.77
Capital reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginningof theyear	54.90	54.90
Balance as at the end of theyear	54.90	54.90
Capital reserve (Demerger)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginningof theyear	131.37	131.37
Balance as at the end of theyear	131.37	131.37
Capital reserve on consolidation
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginningof theyear	741.64	741.64
Balance as at the end of theyear	741.64	741.64

Notes to the Consolidated Financial Statements 173

Capital redemption reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	5,922.20	5,822.20
Upon redemption of preference shares in subsidiary	-	100.00
Company
Balance as at the end of theyear	5,922.20	5,922.20
General Reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	18,743.67	18,742.32
Transferred to Retained earnings	0.22	1.35
Balance as at the end of theyear	18,743.89	18,743.67
Stock option outstanding reserve
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	-	22,474.00
Less: Transferred to securities premium reserve upon	-	(22,474.00)
exercise of stock options
	-	-
Less: Deferred employee compensation	-	-
Balance as at the end of theyear	-	-
Retained earnings
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	1,05,786.77	87,693.78
Proft for the year	35,752.29	22,338.22
Share issue expenses of subsidiary Company	(2.46)	-
On disposal of acquisition of non-controlling interest	2,610.18	0.12
Payment of dividend on equity shares	(14,040.00)	(4,144.00)
Transferred from General Reserve	(0.22)	(1.35)
Transfer to Capital Redemption Reserves	-	(100.00)
Balance as at the end of theyear	1,30,106.56	1,05,786.77
Other comprehensive income
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Balance as at the beginning of the year	(131.38)	(177.40)
Additions duringtheyear	12.47	46.02
Balance as at the end of theyear	(118.91)	(131.38)
Total	2,14,469.42	1,90,136.94

174 Annual Report 2021–22

Note 19.1

Description of nature and purpose of each reserve:

1. Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013. No dividend can be distributed out of securities premium.

2. Capital reserve represents reserve created pursuant to upfront payment for equity warrants forfeited in the year 1996-97

3. Capital reserve (Demerger) represents reserve created pursuant to scheme of amalgamation and demerger.

4. The Group is required to create a capital redemption reserve out of the profits when any capital is redeemed. Capital Redemption Reserve can be utilised only for issuing fully paid bonus shares. No dividend can be distributed out of this reserve.

5. Debenture redemption reserve represents reserve created out of profit/ retained earnings in respect of debentures to be redeemed.

6. General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes such as dividend payout, bonus issue, etc.

7. Stock options outstanding account relates to the stock options granted by the Company to employees under an Employees Stock Purchase Plan 2019 (Refer note 38)

B. Non-controlling interest

==> picture [442 x 103] intentionally omitted <==

----- Start of picture text -----

|||||
|---|---|---|---|
|Particulars|As at|As at|
|March 31, 2022|March 31, 2021|
|Balance as at the beginning of the year|10,902.45|9,060.22|
|Profit for the year|2,741.93|2,584.21|
|Disposal to non-controlling interest by the owners of the|2,711.79|0.08|
|Company|
|Payment|of dividend|(8,097.52)|(742.06)|
|Total|8,258.65|10,902.45|

----- End of picture text -----

Note 20

Provisions

==> picture [442 x 183] intentionally omitted <==

----- Start of picture text -----

|||||
|---|---|---|---|
|Particulars|As at|As at|
|March 31, 2022|March 31, 2021|
|Non-current|
|Employee benefits|
|Gratuity (Refer note 39)|967.60|950.64|
|Compensated absences|520.71|313.36|
|Total - (A)|1,488.31|1,264.00|
|Current|
|Employee benefits|
|Gratuity (Refer note 39)|252.26|204.90|
|Compensated|absences|252.13|111.09|
|Total - (B)|504.39|315.99|
|Total (A)+(B)|1,992.70|1,579.99|

----- End of picture text -----

Notes to the Consolidated Financial Statements 175

Note 21

Borrowings

(All amounts are in INR lakhs, unless stated otherwise)

Borrowings (All amounts are	Borrowings (All amounts are	in INR lakhs, unless stated otherwise)
Particulars		As at March 31, 2022 As at March 31, 2021
Non-Current
Secured Loans
A)	From banks
	Loan from HDFC Bank (Refer Note 21.1.1 (i))	- 1,250.00
	Loan from HDFC Bank (Refer Note 21.1.1 (ii))	- 250.00
	Supplier's-Credit- DBS Bank Limited (Refer Note 21.1.1 (iii))	3,208.23 5,610.56
	Supplier's-Credit- HDFC Bank Limited (Refer Note 21.1.1 (iv))	3,219.32 4,121.41
Total		6,427.55 11,231.97
Current
A)	Secured Loans Buyer's Credit from Banks (Refer Note 21.1.2 (i)) Supplier's-Credit- HDFC Bank (Refer Note 21.1.2 (ii)) Overdraft from Banks (Refer Note 21.1.2 (iii)) Working capital loan from Banks (Refer Note 21.1.2 (iv)) Current maturities of long-term Secured Loan:	- 4,333.49 2,372.08 104.24 - 363.65 - 178.88
	- Loan from HDFC Bank (Refer Note 21.1.1 (v))	- 1,841.41
	- Loan from HDFC Bank (Refer Note 21.1.1 (i))	- 2,500.00
	- Loan from HDFC Bank (Refer Note 21.1.1 (ii))	- 500.00
	- Supplier's-Credit- HDFC Bank Limited (Refer Note	1,554.23 -
	21.1.1 (iv))
	- Supplier's-Credit- DBS Bank Limited (Refer Note 21.1.1	922.64 -
	(iii))
Total		4,848.95 9,821.67
B)	Unsecured Loans
	Loan from Kotak Bank (Refer Note 21.1.3 (i))	- 1,500.00
	Loan from QN Bank (Refer Note 21.1.3 (ii))	3,100.00 1,000.00
	Loan from HDFC Bank (Refer Note 21.1.3 (iii))	- 4,500.00
	Loan from HSBC Bank (Refer Note 21.1.3 (iv))	5,500.00 4,000.00
	Loan from CITI Bank (Refer Note 21.1.3 (v))	3,500.00 2,000.00
	Buyer's Credit - DBS Bank (Refer Note 21.1.3 (vi))	- 1,521.54
	Buyer's Credit - Axis Bank (Refer Note 21.1.3 (x))	457.97 -
	Supplier's-Credit- Kotak Mahindra Bank (Refer Note	4,872.86 70.57
	21.1.3 (vii))
	Supplier's-Credit- HDFC Bank (Refer Note 21.1.3 (xi))	5,755.42 -
	Supplier's-Credit- Axis Bank (Refer Note 21.1.3 (viii))	3,805.41 3,498.71
	Current maturities of long-term Unsecured Loan:
	- Loan from HDFC Bank(Refer Note 21.1.3(ix))	- 2,500.00
Total		26,991.66 20,590.82
Total		31,840.61 30,412.49

176 Annual Report 2021–22

Note 21.1

Terms of borrowings

1 Non- Current Loans from banks are secured by way of :

• (i) Loan from HDFC Bank carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

• Loan from HDFC Bank is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, July 31, 2019

• Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

• (ii) Loan from HDFC Bank carries an interest rate of 8.70% p.a. as on date of disbursement and same is reset with movement of HDFC Bank one year MCLR.

Loan from HDFC Bank is repayable in 8 equal quarterly instalments commencing twelve months from disbursement date viz, August 9, 2019

• Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

• (iii) Suppliers credit from DBS Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

• (iv) Suppliers credit from HDFC Bank is availed against bills discounted through the Bank and is repayable within a period of 3 years, and is secured by a charge on the assets acquired from the amounts financed by the Bank.

• (v) Loan from HDFC Bank carries an interest rate of 8.70% p.a as on date of disbursement and same is reset with movement of HDFC Bank three year MCLR

Loan from HDFC Bank is repayable in 10 equal quarterly instalments commencing twelve months from disbursement date viz,29th March,2019

Loan from HDFC Bank is secured by hypothecation of specific moveable fixed assets of the Haldia Project.

2 Current Loans from banks are secured by way of :

• (i) Buyer’s credit loan from banks are secured by charge on movable properties of the Company and further secured by second charge on specific immovable properties of the Company situated at Trombay and Vapi, ranking pari passu.

• (ii) Supplier’s credit loan taken from HDFC Bank is secured by charge over the specified plant & machinery, stock in trade and book debts hypothecated to the Bank, and by corporate guarantee.

• (iii) Overdraft facility taken from banks are secured by lien on Fixed Deposits placed by the Company.

• (iv) Secured by charge over current assets of the Company including stock and book debts, and Corporate Guarantee in favour of HDFC Bank.

3 Unsecured Loans

• (i) Loan taken from Kotak Mahindra Bank is repayable within 90 days and carries an interest rate of 5.60% p.a.

• (ii) Loans from Qatar National Bank Limited are repayable within 180 days and carries an interest rate between 5.25% - 5.45% p.a

• (iii) Loans taken from HDFC Bank are repayable within 11 months and carries an interest rate of 5.60% p.a.

Notes to the Consolidated Financial Statements 177

• (iv) Loans taken from HSBC are repayable within 365 days and carry an interest rate between 5.35% - 5.55% p.a.

• (v) Loans taken from Citibank are repayable within 180 days and carries an interest rate of 5.50% p.a.

• (vi) Buyer’s credit from DBS Bank are repayable within 90 days

• (vii) Suppliers credit from Kotak Mahindra Bank is repayable within 180 days and carries an interest rate of 5.55% - 5.60% p.a.

• (viii) Suppliers credit from Axis Bank is availed for a period upto 365 days and is charged at the 3-month MCLR of the Bank prevalent on the date of each disbursement.

• (ix) Loan from HDFC Bank Limited is repayable within 13 months and carries an interest rate of 6.90% p.a.

• (x) Buyer’s credit from Axis Bank Limited are repayable within 90 days.

• (xi) Suppliers credit from HDFC Bank is repayable within 60 days and carries an interest rate between 5.25-5.40% p.a.

Note 22

Other financial liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Deposits from dealers 3,897.42	3,546.83
Total 3,897.42	3,546.83

Note 23

Other non-current liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars As at	As at
March 31, 2022	March 31, 2021
Income received in Advance 92.19	112.02
Total 92.19	112.02

Note 24

Trade payables

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Total outstanding dues of creditors of micro enterprises and	163.07	35.53
small enterprises (Refer note 24.1)
Total outstanding dues of creditors other than micro	67,305.64	7,431.47
enterprises and small enterprises
Total	67,468.71	7,467.00

178 Annual Report 2021–22

Note 24.1

The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company The amount of principal and interest outstanding at the year end are given below:

the year end are given below:
Particulars As at	As at
March 31, 2022	March 31, 2021
1. Principal amount 284.61	31.60
2. Interest due thereon remaining unpaid to any supplier 4.18	0.29
as at the end of year 3. Amount of interest paid by the buyer in terms of 900.00	162.93
section 16 of the Micro Small and Medium Enterprise Development Act, 2006, along with the amounts of the payment made to the supplier beyond the appointed day during the year 4. Amount of interest due and payable for the period of 6.25	3.63
delay in making payment (which has been paid but beyond the appointed day during the year) but without adding the interest specifed under Micro Small and Medium Enterprise Development Act, 2006 5. Amount of interest accrued and remaining unpaid at 14.36	3.93
the end of year 6. Amount of further interest remaining due and payable 0.57	0.22
even in the succeeding years, until such date when the interest due as above is actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the of the Micro Small and Medium Enterprise Development Act, 2006 Total outstanding dues of micro enterprises and small 298.97	35.53
enterprises [1+5]
Less: Amount payable under Capital contracts included in (135.90)	-
above
Total outstanding dues of micro enterprises and small 163.07	35.53
enterprises

Note 24.2

Refer note 43 for Trade payables ageing schedule

Notes to the Consolidated Financial Statements 179

Note 25

Other Financial Liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Interest accrued but not due on borrowings	27.80	-
Unpaid Dividends	405.83	381.38
Unpaid Matured Deposits and Interest Accrued thereon	1.21	1.36
Financial liabilities on account of derivatives	61.24	131.49
Amount payable under Capital contracts	2,917.33	2,900.22
Commission payable to the Managing director (net of TDS)	687.07	687.07
Others	32.23	771.98
Total	4,132.71	4,873.50

Note 26

Other current liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Income received in Advance	16.99	17.63
Advance Storage Rentals	321.47	615.15
Advance from customers	1,943.45	1,928.01
Unclaimed cheques under exit ofer	356.53	358.83
Statutorydues	1,253.63	1,137.02
Total	3,892.07	4,056.64

Note 27

Revenue from operations

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year ended March 31, 2022 For the year ended March 31, 2021
Sales - Traded Goods:
- Liquifed Petroleum Gas	4,02,367.32 3,26,486.83
- Others - Machinery for Autogas Dispensing Station	48.93 153.99
(includingstores and spares)
Service Revenue:	4,02,416.25 3,26,640.82
- Liquid Terminal Division	26,927.25 23,411.72
- Gas Terminal Division	33,091.95 33,987.25
Other operating revenue	60,019.20 57,398.97
- Lease Rent	480.65 146.50
- Commission income/ Demurrage	181.91 159.35
	662.56 305.85
Total	4,63,098.01 3,84,345.64

180 Annual Report 2021–22

Note 28

Other Income

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Interest income from: - Fixed deposits (at amortised cost) 2,507.05	2,139.76
- Other fnancial assets (at amortised cost) 57.07 Dividend income from: - Other investments (designated at FVTPL) -	56.13 11.47
Sundry credit balances written back (net) 237.00	496.46
Provision for doubtful debts and advances written back 103.46	242.69
Interest on income tax refund 285.85	51.16
Miscellaneous Income 683.78	689.32
Total 3,874.21	3,686.99

Note 29

Purchases of Stock in Trade

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Liquifed petroleum gas	3,91,152.22	3,17,691.59
Others - Machineryfor Autogas DispensingStation	176.54	40.90
Total	3,91,328.76	3,17,732.49

Changes in inventories of stock in trade

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Opening stock : Stock in trade - Liquifed Petroleum Gas 4,027.98	2,844.68
Stock in trade - Other 169.32	254.75
Closing stock : Stock in trade - Liquifed Petroleum Gas (7,014.57)	(4,027.98)
Stock in trade - Other (309.40)	(169.32)
(Increase) (3,126.67)	(1,097.87)

Notes to the Consolidated Financial Statements 181

Note 30

Employee benefits expense

Employee benefts expense
Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Salaries and wages	5,741.97	3,805.96
Contribution to provident and other funds	633.57	520.08
Staf welfare expenses	243.14	311.10
Total	6,618.68	4,637.14

Note 31

Finance costs

Finance costs
Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Interest on borrowings	255.58	305.08
Interest on Lease Liability	1,514.22	1,314.03
Others	404.99	112.10
Total	2,174.79	1,731.21

Note 32

Depreciation and amortisation expense

Depreciation and amortisation expense
Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Depreciation on property, plant and equipment (Refer note 8)	8,510.15	7,689.85
Less: Capitalised and included under CWIP	607.40	564.42
	7,902.75	7,125.43
Amortisation(Refer note 9)	32.88	34.54
Total	7,935.63	7,159.97

182 Annual Report 2021–22

Note 33

Other expenses

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Stores and Spare parts consumed 926.58	875.61
Power and Fuel 2,001.24	1,939.37
Labour and Other Charges 2,658.75	2,168.73
Repairs - Buildings 1.16	1.75
Repairs - Machinery 377.60	324.10
Repairs - Others 450.74	366.19
Water Charges 41.96	37.46
Way Leave Fees 1,155.93	1,119.91
Tankage Charges 158.60	161.88
Rates and Taxes 198.73	201.82
Rent 108.37	102.13
Lease Rentals 186.93	249.74
Insurance 996.78	927.37
Legal and Professional charges 827.08	1,091.08
Printing and Stationery 57.32	56.08
Communication Expenses 136.79	113.08
Travelling, Conveyance and Vehicle Expenses 638.51	540.56
Exchange diference (net) 94.26	268.44
Advertisement/ Sales Promotion Expenses 997.82	818.27
Commission on Sales 11.07	15.25
Commission to Directors 1,200.00	1,200.00
Directors' Sitting Fees 32.43	24.94
Loss on Sale of Fixed Assets 20.00	0.09
Provision for doubtful debts and advances -	123.81
Bad debts written of 72.84	131.58
CSR expenses (refer note 37) 519.62	439.63
Donation 2.90	0.51
Doubtful advances written of -	242.69
Miscellaneous Expenses 967.96	934.91
Total 14,841.97	14,476.98

Note 33.1

Payment to auditors (excluding Goods and Services Tax)

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
As auditor	46.32	38.58
For other services- Limited review, certifcation work and	28.73	34.02
tax matters
Total	75.05	72.60

Notes to the Consolidated Financial Statements 183

Note 34

Earnings per share

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average of equity shares outstanding during the year.

(All amounts are in INR lakhs, unless stated otherwise)

Particulars		For the year	For the year
		ended March	ended March
		31, 2022	31, 2021
Net proft available for equity shareholders (Rs. In	A	35,752.29	22,338.22
lakh)
Weighted average number of equity shares	B	35,10,00,000	34,44,48,402
outstanding during the year for calculating basic
earnings per share (Nos.)
Basic earnings per share (in Rs.)	A/B	10.19	6.49
Weighted average number of equity shares	B	35,10,00,000	34,44,48,402
outstanding during the year for calculating basic
earnings per share (Nos.)
Add: Weighted average number of potential equity	C	-	65,26,252
shares on account of employee stock options
Weighted average number of equity shares	D=B+C	35,10,00,000	35,09,74,654
outstanding during the year for calculating diluted
earnings per share (Nos.)
Diluted earnings per share (Rs.)	A/D	10.19	6.36
Nominal value of equity shares (Rs.)		1	1

Note 35

In terms of the Shareholders Agreement dated January 5, 2018 entered between the Company, its subsidiary Aegis Gas (LPG) Private Limited (AGPL), AGPL’s subsidiary Hindustan Aegis (LPG) Limited (HALPG) and Itochu Petroleum Co. (Singapore) Pte. Limited, the Company and AGPL shall not transfer, dispose of or create any encumbrance over its investment in AGPL and HALPG respectively which would result in a change in control of AGPL and HALPG.

Note 36

Contingent Liabilities

(All amounts are in INR lakhs, unless stated otherwise)

Sr.	Particulars	As at	As at
No.		March 31, 2022	March 31, 2021
	Claim not acknowledged as debts:
1	Primarily relates to demands received from income tax authorities for various assessment years, on account of disallowances of expenses u/s 14A of Income Tax Act, 1961.	88.97	88.97
2	Sales Tax demands disputed by the Company relating to	384.52	500.10
	disallowances.
3	Claims against the Company not acknowledged as debts	82.93	82.93
4	In respect of air pollution matters pending before Supreme Court. Note: Future Cashfows in respect of above are determinable only on receipt of Judgements / decision pending with various forums / authorities. The Company is hopeful of succeeding & as such dose not expect any signifcant liability to crystalise.	14,220.00	14,220.00
5	Estimated amount of contracts remaining to be executed on Capital Account and not provided for (Net of Advances)	3,060.04	7,241.32

184 Annual Report 2021–22

Note 37

Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read with Schedule VII) :

Sr.	Particulars As at As at
No.	March 31, 2022 March 31, 2021
a)	Amount required to be spent by the Group during the year. 519.62 439.63
b)	Amount of expenditure incurred during the year :
	1. Amount spent on construction/ acquisition of anyasset - -
	2. Amount spent onpurpose other than 1 above(Note 1) 355.16 35.46
	3. Provision made for unspent amount. 164.46 404.17
	Total 519.62 439.63
c)	Shortfall/ Excess at the end of theyear Note 2 Note 3
d)	Amount spent against previous year (in addition to 'b' above) 404.17 -
e)	Total ofpreviousyears shortfall - -
f)	Reason for shortfall Note 2 Note 3
g)	Nature of CSR activities Activities under Schedule VII(Note 4)
h)	Details of relatedpartytransactions Not Applicable

Note:

1 Excludes excess spent amount of Rs. 19.52 lakh by Aegis Logistics Limited on CSR Activities during the current FY 2021-22 for which asset is created in the financial statements.

2 Aegis Logistics Limited has spent excess amount of Rs. 19.52 lakh on CSR Activities during the current FY 2021-22 which will be set off against the requirement to contribute towards CSR upto the immediate three succeeding financial years.

The Group had transferred an amount of Rs. 164.46 lakh to unspent CSR account is pertaining to ‘Ongoing projects’ for FY 2021-22.

3 The Group has transferred an amount of Rs. 404.17 lakh to unspent CSR account which was pertaining to ongoing projects for FY 2020-21 which was spent during FY 2021-22.

4 1) Preventive Healthcare; 2) Eradicating Hunger, Poverty and malnutrition; 3) Disaster management, including relief, rehabilitation and reconstruction activities; 4) Ensuring environmental sustainability; 5) Rural Development; 6) Livelihood enhancement projects.

Note 38

Employees Stock Purchase Plan 2019 (‘ESPP 2019’)

The Employees Stock Purchase Plan 2019 (‘ESPP 2019’) grants rights to purchase shares to the eligible employees and/or directors (“the Employees”) of the Company and/or its subsidiaries. The shares are issued pursuant to the grant at an exercise price, which is either equal to the fair market price or at a premium, or at a discount to market price as may be determined by the Nomination and Remuneration Committee of the Board of the Company.

During the financial year 2019-20, the Nomination and Remuneration Committee had granted rights to purchase 17,000,000 equity shares at an exercise price of Rs. 1/- per share to the Employees, the same are vested in a graded manner and exercised within a specified period.

Notes to the Consolidated Financial Statements 185

The details of rights granted to purchase shares are as under :

Particulars	For the year ended March 31, 2022 For the year ended March 31, 2021
Outstanding at the beginning of the year	- 1,13,33,333
Add: Nos. of shares under the rights granted during the year	- -
Less: Exercised and shares allotted during the year	- 1,13,33,333
Less: Exercised but pending allotment	- -
Less: Forfeited/cancelled during the year	- -
Less: Lapsed during the year	- -
Outstanding at end of year	- -
Exercisable at end ofyear	- -

The Company follows fair value based method of accounting for determining compensation cost for its stock-based compensation scheme. The fair value has been calculated by applying BlackScholes-Merton model as valued by an independent valuer.

Details of share purchase rights granted during the current and previous financial year based on the graded vesting basis and the fair value of the share purchase rights are as under:

Tranches Tranche-1 Tranche-2 Tranche-3 Total*	% to be vested No. of shares under the share purchase rights granted Vesting date Fair value per share under the share purchase rights granted(Rs.)
	Current year Current year Previous year Current year Previous year Current year Previous year 33.33% 56,66,667 56,66,667 Jul 1, 2019 Jul 1, 2019 198.3 198.3 33.33% 56,66,667 56,66,667 Jul 1, 2020 Jul 1, 2020 198.3 198.3 33.33% 56,66,666 56,66,666 January 4, 2021 Jul 1, 2021 198.3 198.3 1,70,00,000 1,70,00,000

• Vesting date is modified from July 1, 2021 to January 4, 2021 vide resolution passed by the NRC committee dated January 4, 2021.

The following table summarises the assumptions used in calculating the grant date fair value:

Tranches ESPP - 2019	Average expected Life(inyears) Risk-free interest rate Volatility Dividend Yield
	Current year Previous year Current year Previous year Current year Previous year Current year Previous year 1.25 1.25 6.16% 6.16% 36.14% 36.14% 0.35% 0.35%

Note 39

Employee Benefits

Defined contribution plan

The Company makes provident fund and pension fund contributions to defined contribution The Group makes provident fund and superannuation fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Group is required to contribute a specified percentage / fixed amount of the payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up by the government authority. The Group’s contribution to the provident and pension fund is Rs. 493.38 lakh (Previous year Rs. 411.78 lakh)

Defined benefit plan - Gratuity

The Group makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides payment to vested employees at retirement, death or on resignation/termination of

186 Annual Report 2021–22

employment of an amount equivalent to 15 days salary for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of the defined benefit plans and the related current service cost were measured using the Projected Unit Credit Method, with actuarial valuations being carried out at each balance sheet date.

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Present value of funded obligations	1,367.01	1,262.28
Fair Value of plan assets	(147.12)	(106.75)
Net defcit are analysed as:
Assets	-	-
Liabilities	1,219.89	1,155.54
Of the above net defcit:
Current	252.26	204.90
Non-current	967.60	950.64

Fair value of the plan assets and present value of the defined benefit liabilities

The amount included in the Balance sheet arising from the Group’s obligations and plan assets in respect of its defined benefit schemes is as follows:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars For the year	For the year
ended March	ended March
31, 2022	31, 2021
Movement in defned beneft obligations: At the beginning of the year 1,262.27	1,216.72
Current service cost 104.24	105.47
Interest cost 68.10	68.49
Remeasurements : (Gain)/ Loss from change in fnancial assumptions (23.08) Experience adjustments 9.35	5.77 (77.03)
Beneftspaid (53.87) At the end of theyear 1,367.01	(57.13) 1,262.29
Movement in fair value of plan assets: At the beginning of the year 106.75	96.68
Interest income 6.24	5.73
Remeasurements : Return on plan assets 3.18	0.25
Employer contributions 80.62	58.75
Benefts paid (52.47) Actuarial Gain 2.80	(54.97) 0.31
At the end of theyear 147.12	106.75

Notes to the Consolidated Financial Statements 187

The components of defined benefit plan cost are as follows:

The components of defned beneft plan cost are as follows:	The components of defned beneft plan cost are as follows:	The components of defned beneft plan cost are as follows:
(All amounts are in INR lakhs, unless stated otherwise)
Particulars	For the year	For the year
	ended March	ended March
	31, 2022	31, 2021
Recognised in Income Statement
Current service cost	104.24	105.47
Interest cost	61.86	62.76
Total	166.10	168.23
Recognised in Other Comprehensive Income
Remeasurement of net defned beneft liability/(asset)	(17.46)	(60.49)

The principal actuarial assumptions used for estimating the Group’s benefit obligations are set out below (on a weighted average basis):

below (on a weighted average basis):
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Rate of increase in salaries	6.00%	6.00%
Discount rate	6.45%	6.05%
Attrition rates	14% to 19%	6% to 19%
MortalityTable.	IALM(2012-14)Ult	IALM(2012-14)Ult

Notes:

1. Discount rate

The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the obligations.

2. Salary escalation rate

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.

1. Assumptions regarding future mortality experience are set in accordance with the statistics published by the Life Insurance Corporation of India.

Sensitivity of the defined benefit obligation :

(All amounts are in INR lakhs, unless stated otherwise)

	(All amounts	are in INR lakhs, unless stated otherwise)	are in INR lakhs, unless stated otherwise)
Particulars	**Change in Assumption **	Efect of Gratuity Obligation (Liability)
		As at	As at
		March 31, 2022	March 31, 2021
Discount rate	Minus 50 basis points	29.15	9.15
Discount rate	Plus 50 basis points	(27.81)	(49.30)
Rate of increase in salaries	Minus 50 basis points	(28.05)	(49.45)
Rate of increase in salaries	Plus 50 basispoints	29.14	9.03

The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the reporting date. In practice, generally it does not occur. When we change one variable, it affects to others. In calculating the sensitivity, project unit credit method at the end of the reporting period has been applied.

The weighted average duration of the defined benefit obligation is 3.86 years.

The Group makes payment of liabilities from its cash balances whenever liability arises.

Expected contribution to post employment benefit plans for the period ending March 31, 2023 is Rs.50 lakh.

188 Annual Report 2021–22

Note 40

Segment reporting

Information reported to the Chief Operating Decision Maker (CODM) for the purpose of resource allocation and assessment of segment performance focuses on the types of goods and services delivered or provided. The directors of the Group have chosen to organise the segments around differences in products and services. No operating segments have ben aggregated in arriving at the reportable segments of the Group.

Specifically, the Group’s reportable segments under Ind AS 108 are as follows:

• a. Liquid Terminal Division undertakes storage & terminalling facility of Oil & Chemical products.

• b. Gas Terminal Division relates to imports, storage & distribution of Petroleum products viz. LPG, Propane etc.

Geographical information:

In view of the fact that customers of the Group are mostly located in India and there being no other significant revenue from customers outside India, there is no reportable geographical information.

Information about the Company’s reportable segments is given below:

(All amounts are in INR lakhs, unless stated otherwise)

	Liquid Terminal	Gas Terminal	Total
	Division	Division
Revenue from Operations	27,001.18	4,36,096.83	4,63,098.01
	23,427.90	3,60,917.74	3,84,345.64
Segment Results	15,504.07	35,226.41	50,730.47
	13,608.73	32,627.39	46,236.12
Add : Interest Income			2,564.12
			2,195.89
Less : (1) Interest Expenses			2,174.79
			1,731.21
(2)Other unallocable expenditure (net)			3,920.74
			13,140.46
Proft before Tax			47,199.06
			33,560.34
Less : Taxation			8,704.88
			8,637.97
Proft after Tax			38,494.18
			24,922.37
Segment Assets	1,49,289.70	2,30,114.63	3,79,404.34
	1,35,179.05	1,40,614.18	2,75,793.23
Other unallocable assets			24,009.67
			32,421.97
Total Assets			4,03,414.01
			3,08,215.20
Segment Liabilities	28,243.83	95,333.48	1,23,577.30
	29,585.71	20,838.25	50,423.97

Notes to the Consolidated Financial Statements 189

(All amounts are in INR lakhs, unless stated otherwise)

	Liquid Terminal	Gas Terminal	Total
	Division	Division
Other unallocable liabilities			15,330.03
			9,096.93
Total Liabilities			1,38,907.33
			59,520.90
Segment Capital Expenditure	20,487.82	30,856.75	51,344.57
	6,902.23	28,749.72	35,651.95
Other unallocable Capital Expenditure			224.97
			29.10
Total Capital expenditure			51,569.54
			35,681.05
Depreciation	4,054.83	3,705.54	7,760.37
	3,676.86	3,316.69	6,993.55
Other unallocable Depreciation			175.26
			166.42
Total Depreciation			7,935.63
			7,159.97

Note:

• 1) Figures in italics represent those of the previous year.

• 2) Single customers who contributed 10% or more of the revenue for the year are :

In respect of GTD segment:

Particulars	March 31, 2022	March 31, 2021
Customer 1	25%	3%
Customer 2	23%	39%
Customer 3	15%	19%

Note 41

Related party disclosures:

A) Names of related parties and nature of relationship

Key management personnel (KMP)

Name of Director	Designation
Mr. R. K. Chandaria (RKC)	Chairman & Managing Director
Mr. A. K. Chandaria (AKC)	Vice Chairman & Managing Director (upto 11.09.2021)
Non-executive directors
Kanwaljit S. Nagpal	Anil M. Chandaria
Jaideep D. Khimasia	Tanvir Koreishi (upto 03.12.2020)
Raj Kishore Singh	Tasneem Ali
Rahul D. Asthana	Lars Erik Johansson
Amal R. Chandaria (w.e.f. 27.10.2021)

190 Annual Report 2021–22

Enterprises owned or significantly influenced / controlled by key management personnel or their relatives where there are transactions.

Trans Asia Petroleum Inc. (Tapi)

Huron Holdings Limited (Huron)

Asia Infrastructure Investments Ltd (AIIL)

B) Transactions during the year with related parties:

Sr.	Nature of transaction	RKC	AKC	Tapi	Huron AIIL	Total
No.
1	Remuneration	600.00	600.00	-	- -	1,200.00
		(600.00)	(600.00)	(-)	(-) (-)	(1,200.00)
2	Dividend paid (Final)	-	-	1,844.10	2,223.21 0.20	4,067.51
		(-)	(-)	(1,098.07)	(1,333.93) (0.12)	(2,432.11)
3	Dividend paid (Interim)	-	-	1,853.07	2,223.21 0.20	4,076.48
		(-)	(-)	(-)	(-) (-)	-
4	Closing balance	343.54	343.54	-	- -	687.07
		(343.54)	(343.54)	(-)	(-) (-)	(687.07)
Sitting fees paid to non executive directors.
Sr.	Nature of transaction				For the year For the year
No.					ended	ended
				March 31, 2022 March 31, 2021
1	Kanwaljit S. Nagpal				23.97	19.66
2	Jaideep D. Khimasia				1.95	1.21
3	Raj Kishore Singh				1.42	0.93
4	Rahul D. Asthana				1.40	0.88
5	Anil M. Chandaria				1.23	0.88
6	Tanvir Koreishi				-	0.18
7	Tasneem Ali				1.40	0.35
8	Lars Erik Johansson				1.23	0.88
	Total				32.60	24.94
C)	Compensation of key management personnel :
Sr.	Particulars				For the year For the year
No.					ended	ended
				March 31, 2022 March 31, 2021
1	Short-term employee benefts				1,232.60	1,224.94
	Total compensation paid to key managerial personnel				1,232.60	1,224.94
Notes:

1 Figures in brackets represent previous year’s amounts.

2 There are no provisions for doubtful debts or amounts written off or written back in respect of debts due from/ to related parties.

3 All related party contracts / arrangements have been entered on arms’ length basis.

Notes to the Consolidated Financial Statements 191

Note 42

Trade Receivables ageing schedule from the due date of payments :

As at March 31, 2022

Particulars	Not Due	Less than	6 months	1-2 Years	**2-3 years **	More than	Total
		6 months	-1year			3years
(i) Undisputed Trade
Receivables :
- Considered good	67,098.35	3,426.62	520.53	768.45	457.75	125.28	72,396.98
- Credit impaired	-	-	-	1.63	5.97	198.08	205.68
(ii) Disputed Trade
Receivables:
- Considered good	-	-	-	-	5.64	1,431.64	1,437.28
- Credit impaired	-	-	-	-	-	32.19	32.19
Total	67,098.35	3,426.62	520.53	770.08	469.36	1,787.19	74,072.13

As at March 31, 2021

Particulars	Not Due	Less than	6 months	1-2 Years	**2-3 years **	More than	Total
		6 months	-1year			3years
(i) Undisputed Trade
Receivables :
- Considered good	4,774.33	2,153.96	457.15	417.66	155.26	17.75	7,976.11
- Credit impaired	-	-	-	-	6.38	302.76	309.14
(ii) Disputed Trade
Receivables:
- Considered good	-	-	-	5.64	5.93	1,427.67	1,439.24
- Credit impaired	-	-	-	-	-	32.19	32.19
Total	4,774.33	2,153.96	457.15	423.30	167.57	1,780.37	9,756.68

Note 43

Trade Payables ageing schedule from the due date of payments :

As at March 31, 2022

Particulars	Not Due	Less than 1	1-2 years	2-3 years More than 3	2-3 years More than 3	Total
		year			years
(i) MSME	118.33	31.70	13.04	-	-	163.07
(ii) Others	62,228.00	4,665.07	197.42	36.60	178.55	67,305.64
(iii) Disputed dues – MSME	-	-	-	-	-	-
(iv)Disputed dues – Others	-	-	-	-	-	-
Total	62,346.33	4,696.77	210.46	36.60	178.55	67,468.71

As at March 31, 2021

Particulars	Not Due	Less than 1	1-2 years	2-3 years More than 3	2-3 years More than 3	Total
		year			years
(i) MSME	10.07	24.84	0.62	-	-	35.53
(ii) Others	3,055.00	3,938.96	129.95	86.20	221.36	7,431.47
(iii) Disputed dues – MSME	-	-	-	-	-	-
(iv)Disputed dues – Others	-	-	-	-	-	-
Total	3,065.07	3,963.80	130.57	86.20	221.36	7,467.00

192 Annual Report 2021–22

Note 44

Following are the changes in the carrying value of the right of use assets :

Category o ROU asset	f Gross Block Accumulated depreciation Net Block As at As at 01-04-2021 Addition Deduction As at 31-03-2022 Upto 31-03-2021 Charge for the year Deduction Upto 31-03-2022
Leased Land	35,441.0613,710.74 - 49,151.803,497.95 2,008.43 - 5,506.3843,645.42
Total	35,441.06 13,710.74 - 49,151.80 3,497.95 2,008.43 - 5,506.38 43,645.42

Category of ROU asset	Gross Block Accumulated depreciation Net Block As at 31-03-2021 As at 01-04-2020 Addition Deduction As at 31-03-2021 Upto 31-03-2020 Charge for the year Deduction Upto 31-03-2021
Leased Land	34,850.84590.22 - 35,441.06 1,747.46 1,750.49 - 3,497.9531,943.11
Total	34,850.84 590.22 - 35,441.06 1,747.46 1,750.49 - 3,497.95 31,943.11

The aggregate depreciation expenses on ROU assets of Rs.1,401.03 lakh (Previous year Rs.1,186.07 lakh) is included under depreciation and amortisation expenses in the Statement of Profit and Loss and Rs. 607.40 lakh (Previous year Rs.564.42 lakh) is included in CWIP.

Table showing contractual maturities of lease liabilities on an undiscounted basis:

**Sr. No. **	Particulars	As at	As at
		March 31, 2022	March 31, 2021
a	Less than One year	3,993.15	-
b	One to Five years	16,650.62	12,219.36
c	More than Fiveyears	79,154.13	55,707.12
	Total	99,797.90	67,926.48

Note 45

Capital Management

The Group manages its capital to ensure that the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance.

For the purpose of the Group’s capital management, capital includes issued capital and other equity reserves . The primary objective of the Group’s Capital Management is to maximise shareholders value. The Group manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

The Group monitors capital using Adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt less cash and bank balances.

Notes to the Consolidated Financial Statements 193

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Borrowings (long-term and short-term borrowings	38,268.16	41,644.46
includingcurrent maturities)
Gross debt	38,268.16	41,644.46
Less - Cash and cash equivalents	(9,420.10)	(29,682.76)
Less - Other bank deposits	(5,598.13)	(3,880.08)
Adjusted net debt	23,249.93	8,081.62
Total equity	2,26,238.52	2,04,549.84
Adjusted net debt to equityratio	0.10	0.04

In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest bearing loans and borrowings that define capital structure requirements. Breaches in financial covenants would permit the bank to immediately call loans and borrowings.

Note 46

Financial instruments

Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

• A. Accounting classification and fair values

(All amounts are in INR lakhs, unless stated otherwise)

As at March 31, 2022	Carrying amount Fair value
	FVTPL Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets Cash and cash equivalents Non-current investments Trade receivables Other Non-current fnancial asset Other bank balances Other current fnancial asset
	- 9,420.10 9,420.10 - - - -
	1.11 - 1.11 - 1.11 - 1.11
	- 73,834.26 73,834.26 - - - -
	- 1,856.87 1,856.87 - - - -
	- 5,598.13 5,598.13 - - - -
	- 4,064.29 4,064.29 - - - -
Total	1.11 94,773.65 94,774.76 - 1.11 - 1.11
Financial liabilities Borrowings Lease Liability Trade payables Other Non-current fnancial liabilities Other Current fnancial liabilities
	- 38,268.16 38,268.16 - - - -
	- 45,262.28 45,262.28 - - - -
	- 67,468.71 67,468.71 - - - -
	- 3,897.42 3,897.42 - - - -
	61.24 4,071.47 4,132.71 - 61.24 - 61.24
Total	61.24 1,58,968.04 1,59,029.28 - 61.24 - 61.24

194 Annual Report 2021–22

As at March 31, 2021	(All amounts are in INR lakhs, unless stated otherwise) Carrying amount Fair value
	FVTPL Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets Cash and cash equivalents Non-current investments Loan to employees Trade receivables Other Non-current fnancial asset Other Bank balances Other Current fnancial asset	- 29,682.76 29,682.76 - - - - 1.11 - 1.11 - 1.11 - 1.11 - 15,123.97 15,123.97 - - - - - 9,415.35 9,415.35 - - - - - 1,413.02 1,413.02 - - - - - 3,880.08 3,880.08 - - - - - 3,228.70 3,228.70 - - - -
Total	1.11 62,743.8862,744.99 - 1.11 - 1.11
Financial liabilities Borrowings Lease Liability Trade payables Other Non-current fnancial liabilities Other Current fnancial liabilities	- 41,644.46 41,644.46 - - - - - 31,776.13 31,776.13 - - - - - 7,467.00 7,467.00 - - - - - 3,546.83 3,546.83 - - - - 131.49 4,742.01 4,873.50 - 131.49 - 131.49
Total	131.49 89,176.43 89,307.92 - 131.49 - 131.49

B. Measurement of fair values

The following table gives information about how the fair value of the above financial assets and liabilities measured as such are determined:

Financial instruments measured at fair value

Financial instruments measured at fair value
Type	Valuation technique and key inputs
Non-current investments	The fair value is determined using rates
	available from theportfolio managers
Current investments in Mutual fund	based on NAV declared bythe fund
Financial liabilities on account of derivatives	Fair value is determined using the quotes
	obtained from the banks

C. Financial risk management

The Group has exposure to the following risks arising from financial instruments:

• Credit risk ;

• Liquidity risk ; and

• Market risk (including currency risk and interest rate risk)

i) Risk management framework

The Group has established the Risk Management Committee, which is responsible for developing and monitoring the Group’s risk management policies. The committee reports to the board of directors on its activities.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

Notes to the Consolidated Financial Statements 195

ii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers.

The carrying amount of following financial assets represents the maximum credit exposure.

Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The average credit period on sale of goods and for rendering of services ranges from 30 days to 90 days. No interest is charged on trade receivables which are overdue. The Group has a credit management policy for customer onboarding, evaluation, credit assessment and setting up of credit limits.

Credit risk on its receivables is recognised on the statement of financial position at the carrying amount of those receivable assets, net of any provisions for doubtful debts. Receivable balances are monitored on a monthly basis with the result that the Group’s exposure to bad debts is not considered to be material. The Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts.

Impairment

The ageing of trade and other receivables that were not impaired was as follows:

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Not past due	67,098.35	5,874.12
Past due 1–180 days	3,426.62	1,139.64
More than 180 days	3,309.29	2,401.59
Carrying amount of receivables	73,834.26	9,415.35

Management believes that the unimpaired amounts that are past due by more than 180 days are collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings wherever available.

iii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

Ultimate responsibility for liquidity risk rest with the management, which has established an appropriate liquidity risk framework for the management of the Group’s short term, mediumterm and long term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The Group has undrawn lines of credit of Rs. 20,906 lakh and Rs. 26,772 lakh of March 31, 2022 and March 31, 2021 respectively, from its bankers for working capital requirements. The Group has the right to draw upon these lines of credit based on its requirement and terms of draw down.

196 Annual Report 2021–22

Exposure to liquidity risk

The following table details the Group’s remaining contractual maturity for its financial liabilities. The table has been drawn up to reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(All amounts are in INR lakhs, unless stated otherwise)

As at March 31, 2022	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Financial Assets: Cash and cash equivalents Non-current investments Loan to employees Trade receivables Other Non-current fnancial asset Other bank balances Other current fnancial asset
	9,420.10 9,420.10 9,420.10 - - -
	1.11 1.11 - - - 1.11
	- - - - - -
	73,834.26 73,834.26 73,834.26 - - -
	1,856.87 1,856.87 - - - 1,856.87
	5,598.13 5,598.13 5,598.13 - - -
	4,064.29 4,064.29 4,064.29 - - -
Total	94,774.76 94,774.7692,916.78 - - 1,857.98
Non-derivative fnancial liabilities Interest bearing Borrowings Interest accrued but not due on borrowings
	38,268.16 38,268.1631,840.615,846.25 581.30 -
	27.80 27.80 27.80 - - -
Sub total Non interest bearing Trade payables Lease Liability Other non-current fnancial liabilities Other current fnancial liabilities	38,295.9638,295.96 31,868.415,846.25 581.30 -
	67,468.71 67,468.71 67,468.71 - - -
	45,262.28 45,262.28 3,993.15 4,040.54 12,422.47 24,806.12
	3,897.42 3,897.42 - 240.06 241.72 3,415.64
	4,104.91 4,104.91 4,104.91 - - -
Sub total	1,20,733.321,20,733.3275,566.77 4,280.60 12,664.1928,221.76
Total	1,59,029.28 1,59,029.281,07,435.18 10,126.85 13,245.49 28,221.76
As at March 31, 2021	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Financial Assets: Cash and cash equivalents Non-current investments Loan to employees Trade receivables Other Non-current fnancial asset Other bank balances Other current fnancial asset	29,682.7629,682.76 29,682.76 - - - 1.11 1.11 - - - 1.11 15,123.97 15,123.97 - - 15,123.97 - 9,415.35 9,415.35 9,415.35 - - - 1,413.02 1,413.02 - - - 1,413.02 3,880.08 3,880.08 3,880.08 - - - 3,228.70 3,228.70 3,228.70 - - -
Total	62,744.99 62,744.99 46,206.89 - 15,123.97 1,414.13

Notes to the Consolidated Financial Statements 197

As at March 31, 2021	Contractual cash fows
	Carrying amount Total 0-1 year 1-2 years 2-5 years More than 5years
Non-derivative fnancial liabilities Interest bearing Borrowings Interest accrued but not due on borrowings	41,644.4641,644.4630,366.086,369.84 4,908.54 - - - - - - -
Sub total Non interest bearing Trade payables Lease Liability Other non-current fnancial liabilities Other current fnancial liabilities	41,644.46 41,644.4630,366.086,369.84 4,908.54 - 7,467.00 7,467.00 7,467.00 - - - 31,776.13 31,776.13 2,917.32 2,841.86 9,184.79 16,832.16 3,546.83 3,546.83 - - 2,659.37 887.46 4,873.50 4,873.50 4,873.50 - - -
Sub total	47,663.46 47,663.4615,257.82 2,841.86 11,844.16 17,719.62
Total	89,307.92 89,307.92 45,623.90 9,211.70 16,752.70 17,719.62

iv) Market risk

The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group has entered into derivative financial instruments to manage its exposure in foreign currency risk.

iv) (a) Currency risk

The Group undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. The Group is exposed to currency risk significantly on account of its trade payables, borrowings and other payables denominated in foreign currency. The functional currency of the Group is Indian Rupee. The Group currently hedge its foreign currency risk by taking foreign exchange forward contracts.

Exposure to currency risk

Group’s exposure to currency risk is as under:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Financial liabilities
Trade payables (Rs.)	0.66	1,413.05
Borrowings (Rs.)	5,827.99	9,840.00
	5,828.65	11,253.05
Liability in US$	76.97	153.86
Less: Forward cover taken against above exposure	(76.97)	(140.48)
Exposure to currencyrisk	-	13.37

Sensitivity analysis

The Group is exposed to the currencies as mentioned above. The following table details the Group’s sensitivity to a 5% increase and decrease in the Rs. against the relevant foreign currencies.

198 Annual Report 2021–22

5 % is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5 % change in foreign currency rates. A reasonably possible strengthening (weakening) of the Indian Rupee against other currencies at March 31 would have affected the measurement of financial instruments denominated in US dollars and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(All amounts are in INR lakhs, unless stated otherwise) Efect in Rs. (Proft) or Loss Strengthening Weakening	(All amounts are in INR lakhs, unless stated otherwise) Efect in Rs. (Proft) or Loss Strengthening Weakening
	Strengthening Weakening
5% movement As at March 31, 2022 As at March 31,2021	- - (48.90) 48.90

iv) (B) Interest rate risk

The Company is exposed to interest rate risk because Company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate of borrowings.

Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Fixed-rate instruments
Financial assets	3,267.76	3,184.83
Financial liabilities	(25,854.59)	(18,828.84)
Variable-rate instruments	(22,586.83)	(15,644.01)
Financial assets	-	-
Financial liabilities	(17,351.60)	(22,815.62)
	(17,351.60)	(22,815.62)
Total	(39,938.43)	(38,459.63)

Fair value sensitivity analysis for Fixed-rate instruments

The Company is exposed to fair value interest rate risk in relation to fixed-rate loan borrowings

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

Fair value sensitivity (net)- INR	(Proft) or Loss Equity
	100 bp increase 100 bp decrease 100 bp increase 100 bp decrease
Fixed rate instruments As at March 31, 2022 As at March 31,2021	225.87 (225.87) 225.87 (225.87) 156.44 (156.44) 156.44 (156.44)

Notes to the Consolidated Financial Statements 199

Note 47

Taxation:

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year ended March 31, 2022 For the year ended March 31, 2021
Current tax	13,063.83 6,050.53
Adjustments in respect of earlier year	(35.92) (15.01)
Deferred tax	(4,323.03) 2,602.45
Total income tax expenses recognised in the current year	8,704.89 8,637.97
Income tax expense recognised in other comprehensive	4.95 14.41
income
Income tax expense for the year reconciled to the
accounting proft:
Proft before tax	47,199.06 33,560.34
Income tax rate	25.17% 25.17%
Income tax expense	11,879.06 8,446.47
Tax Efect of:
Efect of expenses that are not deductible in determining taxable profts
Efect of income taxable at lower rate	364.74 53.11
Utilisation of brought forward losses	(545.47) 12.42
Adjustment in respect of earlier years (net)	(214.83) -
Deferred tax impact mainly in respect of fair valuation gain	(35.92) (15.01)
on freehold land, etc.
Deferred tax asset on actuarial losses	(186.53) (139.90)
Adjustment on account of tax holiday under Income Tax Act	(3.27) (14.71)
Additional deduction in respect of ESPP expenses	(3,444.15) 137.26
Efect of income taxable at diferential rates within the	- (405.75)
group entities
Others	869.95 551.81
	21.31 12.27
Income tax expense recognised inproft and loss	8,704.89 8,637.97

200 Annual Report 2021–22

For the year ended March 31, 2022

Deferred tax asset / (liability) Opening balance	Recognised in MAT Credit utilised Closing balance Statement of proft or loss (Expense)/ Income in respect of earlier year Other comprehensive income
Fiscal allowance on fxed assets (8,282.30) Fiscal allowance on expenditure, etc. 429.73 ESPP Expenses - Fair valuation gain on freehold land (3,412.57) Others * 71.31 Remeasurement of defned beneft obligations 41.44 Brought forward losses 30.95 MAT credit entitlement 7,049.79	(2,367.01) - - - (10,649.31)
	66.11 - - - 495.84
	- - - - -
	186.53 - - -(3,226.04)
	12.22 - - - 83.53
	- - (4.87) - 36.56
	(0.45) 0.96 - - 31.46
	6,425.59 - - - 13,475.38
Total (4,071.65)	4,322.99 0.96 (4.87) - 247.42
For the year ended March 31, 2021 Recognised in MAT Credit utilised Closing balance Deferred tax asset / (liability) Opening balance Statement of proft or loss (Expense)/ Income in respect of earlier year Other comprehensive income
Fiscal allowance on fxed assets (6,512.32) Fiscal allowance on expenditure, etc. 492.40 ESPP Expenses 3,157.40 Fair valuation gain on freehold land (3,552.47) Others * 53.13 Remeasurement of defned beneft obligations 56.15 Brought forward losses 29.19 MAT credit entitlement 7,918.97	(1,769.98) - - - (8,282.30) (62.67) - - - 429.73 - (3,157.40) - - - 139.90 - - - (3,412.57) 18.17 - - - 71.31 - - (14.71) - 41.44 (1,598.04) 1,599.79 - - 30.95 670.16 - - (1,539.34) 7,049.79
Total 1,642.46	(2,602.45) (1,557.61) (14.71) (1,539.34) (4,071.65)

• Includes fair valuation gain / loss on investments and derivatives, finance income / cost on loans given / dealer deposit, etc.

Notes to the Consolidated Financial Statements 201

Note 48

Details of non-wholly owned subsidiaries that have material non-controlling interest

The table below shows details of non-wholly owned subsidiaries of the Group that have material non-controlling interests:

Name of the subsidiaries Place of incorporation and principal place of business Proportion of ownership interest and voting rights held by non- controlling interests Proft allocated to non-controlling interests Accumulated non- controlling interests As on For the year ended As on March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021	Name of the subsidiaries Place of incorporation and principal place of business Proportion of ownership interest and voting rights held by non- controlling interests Proft allocated to non-controlling interests Accumulated non- controlling interests As on For the year ended As on March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
	As on For the year ended As on
	March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
(a) Aegis Group International Pte. Limited Singapore (b) Hindustan Aegis LPG Limited India	40.00% 40.00% 217.10 416.05 512.14 891.13 25.00% 19.70% 2,524.88 2,168.16 7,746.49 10,011.24
Total	2,741.98 2,584.21 8,258.63 10,902.37

Summarised financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations:

(a) Aegis Group International Pte. Limited

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	As at	As at
	March 31, 2022	March 31, 2021
Non-current assets	3.01	2.92
Current assets	62,823.23	5,197.80
Current liabilities	61,547.59	2,974.58
Equity attributable to owners of the Company	766.51	1,335.01
Non-controllinginterests	512.14	891.13
(All amounts are in INR lakhs, unless stated otherwise)
Particulars	For the year	For the year
	ended	ended
	March 31, 2022	March 31, 2021
Revenue	3,03,670.22	2,79,425.16
Expenses	3,03,024.32	2,78,157.02
Tax Expenses	103.14	228.01
Proft for theyear	542.76	1,040.13
Proft attributable to owners of the Company	325.65	624.08
Proft attributable non-controllinginterests	217.10	416.05
Proft for theyear	542.76	1,040.13
Other comprehensive income attributable to owners of the	-	-
Company
Other comprehensive income attributable to non-controlling	-	-
interests
Other comprehensive income for the year	-	-
Total comprehensive income attributable to owners of the	325.65	624.08
Company

202 Annual Report 2021–22

Particulars	For the year	For the year
	ended	ended
	March 31, 2022	March 31, 2021
Total comprehensive income attributable to non-controlling	217.10	416.05
interests
Total comprehensive income for the year	542.76	1,040.13
Dividend paid to non-controlling interests	596.10	742.06
Net cash infow from operating activities	22.33	1,224.89
Net cash (outfow)/ infow from investing activities	(0.42)	28.13
Net cash (outfow) from fnancing activities	(2,230.10)	(1,126.45)
Net cash (outfow)/ infow	(2,208.19)	126.56

(b) Hindustan Aegis LPG Limited

(b) Hindustan Aegis LPG Limited
	(All amounts are in INR lakhs, unless stated otherwise)
Particulars	As at	As at
	March 31, 2022	March 31, 2021
Non-current assets	28,549.49	29,477.91
Current assets	4,439.41	24,258.11
Non-current liabilities	791.26	2,040.56
Current liabilities	1,211.75	876.99
Equity attributable to owners of the Company	23,239.40	40,807.23
Non-controllinginterests	7,746.49	10,011.24

(All amounts are in INR lakhs, unless stated otherwise)

Particulars	For the year	For the year
	ended	ended
	March 31, 2022	March 31, 2021
Revenue	15,164.61	20,162.10
Expenses	4,338.91	4,026.58
Tax Expenses	652.78	5,138.71
Proft for the year	10,172.92	10,996.81
Proft attributable to owners of the Company	7,648.08	8,828.71
Proft attributable non-controlling interests	2,524.84	2,168.10
Proft for the year	10,172.92	10,996.81
Other comprehensive income attributable to owners of the	0.16	0.25
Company
Other comprehensive income attributable to non-controlling	0.04	0.06
interests
Other comprehensive income for the year	0.20	0.31
Total comprehensive income attributable to owners of the	7,648.24	8,828.96
Company
Total comprehensive income attributable to non-controlling	2,524.88	2,168.16
interests
Total comprehensive income for the year	10,173.12	10,997.12
Dividend paid to non-controlling interests	7,501.44	-
Net cash infow from operating activities	9,177.54	14,485.01
Net cash infow/ (outfow) from investing activities	299.04	(554.26)
Net cash (outfow) from fnancing activities	(30,091.08)	(73.69)
Net cash(outfow)/ infow	(20,614.50)	13,857.06

Notes to the Consolidated Financial Statements 203

Note 49

Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated

Financial Statements to Schedule III to the Companies Act, 2013

March 31, 2022

Name of the entity in the	Net assets, i.e., total assets minus total liabilities Share of proft or loss (before minority interest) As % of consolidated net assets Amount As % of consolidated proft or loss Amount 67.68% 1,53,122.84 117.39% 45,190.03 10.24% 23,171.90 8.06% 3,102.83 1.02% 2,318.52 0.37% 142.68 13.70% 30,985.89 26.43% 10,172.92 9.42% 21,310.17 76.59% 29,483.66 -0.01% (23.02) -0.02% (6.66) -0.02% (53.56) -0.28% (109.37) 0.00% 0.98 0.00% (0.98) 0.57% 1,278.65 1.41% 542.76 0.02% 44.69 0.01% 3.53 2,32,157.05 88,521.39 -2.62% (5,918.53) -129.96% (50,027.21) 2,26,238.52 38,494.18
Parent : Aegis Logistics Limited Subsidiaries (Indian): Sealord Containers Ltd Konkan Storage Systems (Kochi) Private Ltd Hindustan Aegis LPG Ltd Aegis Gas (LPG) Private Limited Eastern India LPG Limited Aegis Vopak Terminals Limited Aegis Terminal Pipavav Limited Subsidiaries (Foreign): Aegis Group International Pte. Limited Aegis International Marine Services Pte. Limited Total Efect of intercompany adjustments/ eliminations
Total

March 31, 2021

Name of the entity in the	Net assets, i.e., total assets minus total liabilities Share of proft or loss (before minority interest) As % of consolidated net assets Amount As % of consolidated proft or loss Amount 59.63% 1,21,963.99 62.58% 15,596.64 9.81% 20,070.99 12.40% 3,091.31 1.06% 2,174.49 0.67% 166.57 24.84% 50,818.47 44.12% 10,996.81 7.01% 14,335.06 -3.16% (788.41) -0.01% (16.36) -0.02% (6.09) 0.00% 2.29 0.00% (0.40) 0.00% 1.96 0.00% (0.72) 1.09% 2,226.14 4.17% 1,040.13 0.02% 41.15 -0.05% (13.28) 2,11,618.19 30,082.57 -3.46% (7,068.35) -20.71% (5,160.20) 2,04,549.84 24,922.37
Parent : Aegis Logistics Limited Subsidiaries (Indian): Sea lord Containers Ltd Konkan Storage Systems (Kochi) Private Ltd Hindustan Aegis LPG Ltd Aegis Gas (LPG) Private Limited Eastern India LPG Co. Private Limited Aegis Vopak Terminals Limited Aegis Terminal Pipavav Limited Subsidiaries (Foreign): Aegis Group International Pte. Limited Aegis International Marine Services Pte. Limited Total Efect of intercompany adjustments / eliminations
Total

204 Annual Report 2021–22

Note 50

• (i) On July 12, 2021, a Share Subscription Agreement was entered into between Aegis Logistics Limited (“ALL”), Vopak India B.V. (“Vopak”) and ALL’s wholly owned subsidiary Aegis Vopak Terminals Limited (formerly known as Aegis LPG Logistics (Pipavav) Limited) (“AVTL”) which was subsequently amended on dated May 19, 2022 (collectively, “SSA”). On the same day, a Shareholders Agreement was also entered into between ALL, Vopak and AVTL which was amended on May 19, 2022 (collectively, “SHA”). As per the agreement, subsequent to year end, on receipt of the application money of Rs. 10,983,450,229 from Vopak, 490,000 equity shares of AVTL of Rs. 10 each have been allotted on May 25, 2022 to Vopak representing 49% of the share capital of AVTL.

Consequently, ALL owns 51% of the share capital of AVTL and Vopak owns 49% of the share capital of AVTL w.e.f. May 25, 2022.

Further, pursuant to SSA and SHA, during the year, Aegis Logistics Limited (“ALL”) and its subsidiary AVTL have entered into Business Transfer Agreements (“BTA”) for transfer of LPG and Liquid storage business at Kandla, and Liquid storage business at Pipavav, Mangalore and Haldia to AVTL. Additionally, AGPL and AVTL have entered into Business Transfer Agreements (BTA) for the transfer of Pipavav LPG storage business to AVTL. Conditions precedent of all the Business Transfer Agreements have been completed subsequent to the year end on May 20, 2022

• (ii) During the year, Vopak India B.V. (“Vopak India”), Vopak Asia Pte. Limited (‘Vopak Asia”), Vopak Logistics Asia Pacific B.V. (“Vopak Logistics”), CRL Terminals Private Limited (“CRL Terminals”) (collectively “Sellers”) have entered into a Share Purchase Agreement (“CRL SPA”) with Aegis Vopak Terminals Limited (“AVTL”) [Formerly known as Aegis LPG Logistics (Pipavav) Limited] and Aegis Logistics Limited (“Company). As per the CRL SPA, the Sellers are desirous of transferring to AVTL 100% equity shares of CRL Terminals for an aggregate base consideration of Rs. 2,365,000,000 (Rupees Two Billion Three Hundred Sixty Five Million Only) subject to adjustments as contemplated in the CRL SPA.

• (iii) During the year, a Share Purchase Agreement (“HALPG SPA”) dated July 12, 2021 has been entered into between Aegis Gas (LPG) Private Limited (“AGPL”), Vopak India B.V. (“Vopak”) and Aegis Logistics Limited (“ALL”) for the transfer of 24% shares of Hindustan Aegis (LPG) Limited (“HALPG”) to Vopak. Accordingly, AGPL has transferred 24% of its shareholding of HALPG to Vopak on May 25, 2022 as per the terms and conditions of HALPG SPA.

As a result of this transfer, ALL through its wholly owned subsidiary AGPL owns 51% of the share capital of HALPG w.e.f. May 25, 2022.

• (iv) During the year, ALL has sold and transferred its entire holding of 1,00,000 equity shares of Rs. 10 each in Konkan Storage Systems (Kochi) Private Limited to its another wholly owned subsidiary Aegis Vopak Terminals Limited at a consideration of Rs. 18.5 per equity share.

Note 51

The Group through its 100% subsidiary, has signed definitive agreements to acquire assets pertaining to liquid tank terminals with capacity of ~500,000 KL at Kandla port from Friends Group for total outlay of ~Rs 265 Crore.

Notes to the Consolidated Financial Statements 205

Note 52

Other Statutory Information

• (i) There are no balances outstanding with struck off companies as per section 248 of the Companies Act, 2013.

• (ii) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

• (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (iii) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

• (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

• (iv) The Group have not any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income-tax Act, 1961.

Note 53

The Company has declared and paid 200% interim dividend i.e Rs. 2 per share of face value of Rs. 1 each to the shareholders of the Company as on record date February 18, 2022.

The Board of Directors of the Company has recommended a final dividend of Rs. 0.50 per equity share for the year ended March 31, 2022 (Previous Year Rs. 2 per equity share). The said dividend will be paid after the approval of shareholders at the Annual General Meeting.

Note 54

Approval of financial statements:

The financial statements were approved for issue by the Board of Directors on May 27, 2022

For and on behalf of the Board of Directors

Raj K. Chandaria Kanwaljit S. Nagpal Chairman & Managing Director Director DIN : 00037518 DIN : 00012201

Murad M. Moledina Monica T. Gandhi Chief Financial Officer Company Secretary Place: Mumbai Date: May 27, 2022

Form AOC-I (Part “A”: Subsidiaries) (Pursuant to frst proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the fnancial statement of Subsidiaries Notes to the consolidated fnancial statements for the year ended March 31, 2022	(All amounts are in INR lakhs, unless stated otherwise)	Sr. Particulars Sealord Konkan Hindustan Aegis Gas Eastern India Aegis Vopak Aegis Terminal Aegis Group Aegis	No. Containers Storage Aegis LPG (LPG) Private LPG Company Terminals (Pipavav) International International	Limited Systems Limited Limited Private Limited Limited Pte. Limited Marine Services	(Kochi) Private Limited Pte. Limited	Limited	1 Reporting currency and Exchange rates on the last date of the relevant fnancial year - - - - - - - 1 US$ = Rs.75.81 1 US$ = Rs.75.81	in the case of foreign subsidiaries	2 The date since when subsidiary was June 19, 2006 March 26, 2007 February 01, April 01, 2010 March 26, May 28, 2013 May 28, 2013 July 01, 2008 December 09,	acquired/ commenced 2011 2008 2011	3 Capital 125.00 10.00 121.79 3,238.10 1.00 61.00 5.00 10.00 59.54	125.00 10.00 121.79 3,238.10 1.00 5.00 5.00 10.00 59.54	4 Statement of Change in Equity 23,046.88 2,308.51 30,864.10 18,072.07 (24.03) (114.55) (4.02) 1,268.65 (14.86)	19,945.96 2,164.49 50,696.68 11,097.01 (17.37) (2.71) (3.04) 2,216.14 (18.39)	5 Total Assets 34,988.17 3,228.01 32,988.90 42,535.82 109.43 9,820.95 1.37 62,826.24 57.24	21,045.10 2,946.95 53,736.02 28,367.12 110.02 2.41 2.40 5,200.72 53.23	6 Total Liabilities 11,816.29 909.50 2,003.01 21,225.61 132.46 9,874.50 0.40 61,547.59 12.55	974.14 772.46 2,917.55 14,032.02 126.39 0.12 0.44 2,974.58 12.08	7 Investments - - - 235.41 - 2,730.33 - - -	2,248.07 - - 256.66 - - - - -	8 Turnover 4,579.70 836.31 14,717.90 29,239.99 - - - 3,03,607.79 -	4,885.75 834.02 19,622.03 13,556.15 - - - 2,79,335.00 -	9 Proft / (Loss) Before Tax 3,086.23 237.31 10,825.70 31,672.89 (6.66) (109.38) (0.98) 645.89 3.98	3,354.89 262.54 16,135.52 (463.13) (6.09) (0.40) (0.72) 1,268.14 (15.96)	10 Provision for Tax (Including Deferred Tax) (16.60) 94.62 652.78 2,189.23 - - - 103.14 0.45	263.58 95.97 5,138.71 321.32 - - - 228.01 (2.68)	11 Proft / (Loss ) After Tax 3,102.83 142.69 10,172.92 29,483.66 (6.66) (109.38) (0.98) 542.76 3.53	3,091.31 166.57 10,996.81 (784.45) (6.09) (0.40) (0.72) 1,040.13 (13.28)	12 Proposed Dividend - - - - - - - - -	- - - - - - - - -	13 % of shareholding 100.00 100.00 75.00 100.00 100.00 100.00 96.00 60.00 100.00	100.00 100.00 80.30 100.00 100.00 100.00 96.00 60.00 100.00	Note:	1. Figures in italic represent previous year's amounts.	2. Eastern India LPG Company Private Limited, Aegis Vopak Terminals Limited & Aegis Terminal (Pipavav) Limited are yet to commence operations.	For and on behalf of the Board of Directors	Raj K. Chandaria Kanwaljit S. Nagpal Murad M. Moledina Monica T. Gandhi	Chairman & Managing Director Director Chief Financial Ofcer Company Secretary DIN : 00037518 DIN : 00012201	Place: Mumbai	Date: May 27, 2022

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Corporate Identity Number: L63090GJ1956PLC001032

Corporate Office: 1202, 12th Floor, Tower B, Peninsula Business Park Ganpatrao Kadam Marg, Lower Parel (West), Mumbai – 400 013 Tel: 22-6666 3666 | Fax: 022-6666 3777

Registered Office: 502, 5th Floor, Skylon, G.I.D.C., Char Rasta Vapi – 396 195, Dist. Valsad, Gujarat, India

www.aegisindia.com

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AEGIS LOGISTICS LIMITED

CIN: L63090GJ1956PLC001032

Regd. Office: 502 Skylon, G.I.D.C., Char Rasta, Vapi 396 195, Dist. Valsad, Gujarat Corp. Office : 1202, Tower B, Peninsula Business Park, G. K. Marg, Lower Parel (W), Mumbai – 400013

♦ Tel.:+91 22 6666 3666 ♦ Fax : +91 22 6666 3777 ♦ E-mail : aegis@aegisindia.com ♦ Website : www.aegisindia.com

NOTICE is hereby given that the 65[th] Annual General Meeting (‘AGM’) of the members of AEGIS LOGISTICS LIMITED (‘The Company’) will be held on Thursday, August 18, 2022 at 05:00 p.m. (IST) through Video Conference (‘VC’)/ Other Audio Visual Means (‘OAVM’) facility, to transact the following business:

Ordinary Business

1. To consider and adopt the Audited Financial Statements of the Company (Standalone and Consolidated) for the financial year ended March 31, 2022, together with the reports of the Board of Directors and the Auditors thereon.

2. To declare Final Dividend on Equity Shares @ 50% on the face value of Re. 1 each i.e. Rs. 0.50/- per equity share and to confirm 1 (One) Interim Dividend @ 200% i.e. Rs. 2/-per equity share declared and paid during the Financial Year 2021-22.

Special Business

1. To appoint a Director in place of Mr. Anilkumar Chandaria (DIN: 00055797), who retires by rotation and being eligible, offers himself for re-appointment.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company read with Regulation 17 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Mr. Anilkumar Chandaria (DIN – 00055797), who retires by rotation and eligible for re-appointment, be and is hereby re-appointed as a Director of the Company.”

1. Appointment of Mr. Amal R. Chandaria (DIN: 09366079) as a Director.

To consider and if thought fit, to pass the following resolution as Ordinary Resolution:

“RESOLVED THAT Mr. Amal R. Chandaria (DIN: 09366079), who was appointed by the Board of Directors as an Additional Director of the Company with effect from 27th October, 2021 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act 2013 (“Act”), who is eligible for appointment and has consented to act as a director of the Company and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company and/or Company Secretary be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of the Board of Directors

Sd/-

Monica T. Gandhi Company Secretary

Place: Mumbai Dated: May 27, 2022

Notes:

1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (‘the Act’), relating to the Special Business as set out in the Notice and Secretarial Standard on General Meetings (SS-2), wherever applicable, are annexed hereto.

2. Pursuant to General Circulars nos. 14/2020 dated April 08, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020 and 02/2021 dated January 13, 2021, Circular No. 19/2021 dated December 08, 2021 and Circular No. 21/2021 dated December 14, 2021 (collectively referred to as ‘MCA Circulars‘) permitted the holding of the Annual General Meeting (‘AGM‘) through Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) without the physical presence of the Members at a common venue. The MCA vide its General Circular No. 02/2022 dated May 05, 2022 and Securities Exchange Board of India (‘SEBI’) vide Circular no. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 have extended the above exemptions till December 31, 2022.

In compliance with the provisions of the Companies Act, 2013 (‘Act‘), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR‘) MCA Circulars, the AGM of the Company is being held through VC/OAVM on Thursday, August 18, 2022 at 05:00 p.m. (IST).

1. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE.

Corporate Members intending to appoint their authorised representatives to attend the meeting through VC/OAVM are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the AGM.

1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1,000 Members on a first come first served basis as per the MCA Circulars. It may be noted that the large Shareholders (i.e. Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors are allowed to attend the AGM without restriction on account of first come first served basis.

2. In line with the SEBI Circular dated May 13, 2022, the Notice of the AGM alongwith the Annual Report for the financial year 2021-22, indicating the process and manner of voting through electronic means along with the process to attend the meeting through VC/OAVC is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 65[th] AGM along with Annual Report has been uploaded on the website of the Company at under ‘Investor Relations’ section and may also be accessed on the websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. Members can attend and participate in the Annual General Meeting through VC/OAVM facility only.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

4. In case of joint holders, the Members whose names appears as the first holder in the order of names as per Register of members of the Company will be entitled to vote at the AGM.

5. Pursuant to Regulation 36 (3) of the SEBI LODR and the Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’) a statement providing brief details of the Directors seeking re-appointment/ appointment at the ensuing AGM is annexed herewith.

6. Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013, the Certificate from Auditors of the Company certifying that the Company had complied with all applicable provisions under the Foreign Exchange Management Act (“FEMA”) 1999 and rules made thereunder in relation to investments made by the Company will be available for electronic inspection by the members. Members are requested to write to the Company on secretarial@aegisindia.com for such inspection prior to the AGM.

7. Members are requested to note that:

8. i) Subject to the provisions of the Act, dividend as recommended by the Board @ 50% i.e. Rs. 0.50 per share (face value of Re.1 each), if declared at the AGM, will be paid within a period of 30 days from the date of declaration, to those members whose name appear on the Registrar of Members as on Wednesday, July 20, 2022 (Record Date).

9. ii) Those Members who have not encashed their dividend warrants for the financial years 2015-16 (Final) to 2021-22 (Interim) are requested to return the time barred dividend warrants or forward their claims to the Company or the Registrar & Share Transfer Agents (‘RTA’) of the Company.

10. iii) Pursuant to Regulation 12 of SEBI LODR read with the SEBI Circular dated April 20, 2018, all Companies are mandated to use approved electronic mode of payment for making cash payments such as Dividend to the Members (where core banking details are available) or to print the bank account details of the Members (as per the Company’s records) on the physical payment instruments (in case where the core banking details are not available or electronic payment instructions have failed or rejected by the Bank).

Hence, the Members are requested to furnish/update their bank name & branch, bank account number and account type along with other core banking details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code), PAN etc. at the earliest with:

• i) The respective Depository Participants (DP) (in case of the shares held in Electronic form) or;

• ii) The Registrar & Transfer Agents, M/s. Link Intime India Private Limited (R& T Agents) (in case of the shares held in Physical form) as referred in point No. 14 of the notes of AGM.

• iv) Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the rules made thereunder, the dividend for the financial year 2015-16 which remains unclaimed/ unpaid for a period of 7 years is due for transfer to the Investor Education and Protection Fund constituted by the Central Government. The year wise details of transfer of unclaimed dividends are given in the Corporate Governance Report.

• v) The Ministry of Corporate Affairs (‘MCA’) has notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), pursuant to which the Members whose dividends remain unpaid/ unclaimed for a consecutive period of seven years, their equity shares would also be transferred to the IEPF Authority. In view of the same, during the year 2021-22, the Company has transferred 1,33,470 Equity Shares (Previous year – 2,05,331 Equity shares) to the demat account of the IEPF Authority held with National Security Depository Limited bearing Demat Account No. ‘IN30070810656671’.

Kindly note that any cash benefit such as dividends accruing on account of shares transferred to the IEPF Authority shall also be transferred to a bank account that has been linked to the above mentioned Demat Account of the IEPF Authority.

• vi) The detailed list of Members whose dividend remain unpaid and unclaimed, along with the list of Members whose shares are due to be transferred to the IEPF Authority are available on the Company’s website at http://aegisindia.com/investor-information/#divident-related-details.

• vii) Kindly note that you can claim the said equity shares/unclaimed dividends from IEPF Authority by filing e-Form IEPF-5, available on the website at http://www.iepf.gov.in/IEPF/corporates.html along with requisite fee as decided by the Authority from time to time. Post making the online application the shareholder shall send at the Company’s Corporate Office the duly signed Form IEPF- 5 along with requisite documents to the Nodal Officer at the Company’s Corporate Office for verification of the claim and payment/transfer of the shares by IEPF Authority.

• viii) The voting rights on such shares transferred to IEPF Authority shall remain frozen until the rightful owner claims the shares. All the benefits accruing on such shares e.g. Bonus Shares, Split, Consolidation, Fraction shares etc. except right issue shall also be credited to such demat account of the IEPF Authority.

• In terms of the Regulation 39 (4) read with Schedule VI of SEBI LODR, share certificates lying undelivered with the Company were transferred to ‘Aegis Logistics Limited-Unclaimed Suspense Account’ held in demat -

mode and list of such Shareholders is available on the Company’s website at http://aegisindia.com/investor information/#investor-downloads All the corporate benefits accruing on these shares will also be credited to such account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares from the Company.

1. The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall dispatch the dividend warrant/bankers’ cheque/demand draft to such Members.

2. Pursuant to the Finance Act, 2020, is required to dividend income will be taxable in the hands of the Shareholders with effect from April 1, 2020 and the Company deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (‘IT Act’). A separate advisory note is being sent to the shareholders along with the Notice of Annual General Meeting and Annual Report of the Company at their registered email ids and the same is also uploaded on the Company’s website at http://aegisindia.com/investor-information/#divident-related-details

In general, to enable compliance with TDS requirements, Members holding shares in demat form are requested to complete and/or update their Residential Status, Permanent Account Number (‘PAN’), category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company’s RTA by sending documents through e-mail to kyc@linkintime.co.in

Kindly note that the tax exemption related documents are required to be submitted to the Company / Registrar at email ID aegisdivtax@linkintime.co.in with Subject “Tax Exemption related documents” or update the same by visiting the link https://linkintime.co.in/formsreg/submission-of-form-15g-15h.html on or before August 02, 2022 in order to enable the Company to determine and deduct appropriate TDS / withholding tax rate.

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc:

2. a. For shares held in electronic form : to their Depository Participants (DPs)

3. b. For shares held in physical form: to the Company/Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021. The Company has sent letters to the shareholders for furnishing the required details. Members may also refer to Guidance letter as per SEBI Circular dated 03-11-2021 on the Company’s website http://aegisindia.com/investor-information/#investor-downloads.

4. c. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at http://aegisindia.com/investor-information/#investor-downloads and on the website of the Company’s Registrar and Transfer Agents (RTA), M/s. Link Intime India Private Limited at https://web.linkintime.co.in/KYC-downloads.html It may be noted that any service request can be processed only after the folio is KYC Compliant.

5. d. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form.

6. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website www.aegisindia.com. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

7. Members who hold shares in physical form in multiple folios in identical names or joint names in the same order of names are requested to send the share certificates to the Company’s RTA for consolidation into single folio.

8. In view of the Ministry of Corporate Affairs’ Green Initiative measures, the Company hereby requests the Members who have not registered their e-mail addresses so far, to register their e-mail addresses with the RTA in case the shares are held in physical mode and with Depository Participants in case the shares are held in demat mode for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

9. Electronic copy of the Notice of the Meeting, inter alia, indicating the process and manner of voting through electronic means, manner to attend the meeting through VC/OAVM and the Annual Report for FY 2021-22 is being sent to all the Members whose e-mail addresses are registered with the Company’s RTA/Depository Participants(s) as on Wednesday, July 20, 2022.

19. Instructions for e-voting and joining the Annual General Meeting are as follows:

A. Voting Through Electronic Means:

• (i) In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended read with Regulation 44 of SEBI LODR, the Company is pleased to provide to the Members facility to exercise their right to vote on resolutions proposed to be considered at the AGM by electronic voting system provided by Depositories/ Depository participants/ Link Intime India Private Limited (“LIIPL”) system as per the instructions provided at serial nos. (v), (vi), (vii) and (viii).

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility to be provided by Listed Companies, please note that Individual shareholders holding shares in demat mode can now cast their vote by way of a single login credential through their demat accounts/ websites of Depositories/ Depository Participants without having to register again with the E-voting Service Providers (“ESPs”) thereby facilitating seamless authentication and enhancing ease and convenience of participating in e-voting process. ESPs such as Link Intime India Private Limited may continue to provide the facility of e-voting as per the existing process to all shareholders holding shares in physical mode and shareholders other than individuals viz. Institutions/ Corporate Shareholders.

• (ii) The facility for voting electronically shall be made available at the AGM and the Members attending the meeting, who have not cast their vote by remote e-voting and are otherwise not barred from doing so, shall be eligible to exercise their right to vote through e-voting systems during the Meeting.

• (iii) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC/OAVC but shall not be entitled to cast their vote again or change it subsequently.

• (iv) The remote e-voting facility will be available during the following voting period:

Commencement of remote e-voting: From 9.00 a.m. IST of Sunday, August 14, 2022. End of remote e-voting: Up to 5.00 p.m. IST of Wednesday, August 17, 2022.

During this period Members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e; Thursday, August 11, 2022 may cast their vote by remote e-voting.

Any person, who acquires shares of the Company and become member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. Thursday, August 11, 2022 may refer the remote e-voting instructions given below to obtain the login ID and password.

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

(v) The process and manner to vote electronically for Individual Shareholders holding securities in demat mode with National Securities Depository Limited (“NSDL”):

• If you have already registered for NSDL IDeAS facility , open the web browser and launch the following URL: https://eservices.nsdl.com

• Click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password.

• After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• If you are not registered for IDeAS e-Services , option to register is available at https://eservices.nsdl.com Select “Register Online for IDeAS” on the main webpage or click at the following URL: https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp and register yourself. Post registrations please follow the instructions as mentioned above to vote.

• Alternately, you can open the web browser and launch the following URL : https://www.evoting.nsdl.com/ Click on the icon “Login” which is available under ‘Shareholder/Member’ section. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

• (vi) The process and manner to vote electronically for Individual Shareholders holding securities in demat mode with Central Depository Services (India) Limited (“CDSL”):

• Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

• After successful login of Easi / Easiest the user will be also able to see the e-Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL, KARVY, LINK NTIME, CDSL. Click on e-Voting service provider name to cast your vote.

• If the user is not registered for Easi/Easiest, option to register is available https://web.cdslindia.com/myeasi/Registration/EasiRegistration

• Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective e-Voting service provider where the E Voting is in progress.

• Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned depository/depository participants website.

• In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL/ CDSL, they may contact the respective helpdesk given below:

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800- 1020-990 and 1800-224-430
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 or 022-23058542/43.

• (vii) The process and manner to vote electronically for Individual Shareholders (holding securities in demat mode) & login through their respective depository participants:

• You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility.

• Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.

(viii) The process and manner to vote electronically for Individual Shareholders holding securities in Physical mode and Shareholders other than individuals holding shares of the Company in demat mode by using Link Intime India Private Limited (“LIIPL”) system:

1. Open the web browser and launch the following URL: https://instavote.linkintime.co.in Those who are first time users of LIIPL e-voting platform or holding shares in physical mode have to mandatorily generate their own Password, as under:

2. Click on “ Sign Up ” tab, available under “Shareholders“ section and register with the following details.

   • A. USER ID :- Enter your User ID details as given below:

     • Shareholders/members holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company

   • B. PAN:- Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.)

   • C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

   • D. Bank Account Number : Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

     • Shareholders/members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

3. Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

4. Click “confirm” (Your password is now generated).

To register your vote - Click on “ login ” under the “Shareholder” Section.

1. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

2. After successful login, you will be able to see the notification for e-voting on the home page of INSTA Vote. Select ‘View’ icon of the Company you choose to vote.

3. E-voting page will appear.

4. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

5. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

6. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same. Further, they would also require to email the scrutinizer a scanned certified true copy of the board resolution /authority letter/power of attorney etc. at naithanipcs@gmail.com

7. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

8. You can also take the printout of the votes cast by you by clicking on “Print” option on the Voting page.

Individual Shareholders holding securities in Physical mode have forgotten the password:

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character(@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

• For shareholders/members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice. During the voting period, shareholders/members can login any number of time till they have voted on the resolution(s) for a particular “Event”. Shareholders/members holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.

• In case shareholders/members have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel.: 022 –49186175.

B. INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO ATTEND THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:

Instructions for Shareholders/Members entitled to attend the Annual General Meeting through InstaMeet (VC/OAVM) provided by Link InTime India Private Limited are as under:

1. Shareholders/Members are requested to participate on first come first serve basis as participation through VC/OAVM is limited and will be closed on expiry of 15 (fifteen) minutes from the scheduled time of the Annual General Meeting. Shareholders/Members with >2% shareholding, Promoters, Institutional Investors, Directors, KMPs, Chair Persons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions of first come-first serve basis. Members can log in and join 15 (fifteen) minutes prior to the schedule time of the meeting and window for joining shall be kept open till the expiry of 15 (fifteen) minutes after the schedule time. Participation is restricted upto 1000 members only.

2. Shareholders/ Members will be provided with InstaMeet facility wherein Shareholders/ Member shall register their details and attend the Annual General Meeting as under:

Open the internet browser and launch the URL for InstaMeet:- https://instameet.linkintime.co.in and register with your following details:

• Select the “Company” and ‘Event Date’ and register with your following details:

• A. Select - Demat Account No. or Folio No. as the case may be depending on the mode of your holding

  • Shareholders/members holding shares in demat account with NSDL : Please enter 8 Character DP ID followed by 8 Digit Client ID

  • Shareholders/members holding shares in demat account with CDSL : Please enter 16 Digit Beneficiary ID

  • Shareholders/members holding shares in Physical Form (i.e. Share Certificate): Please enter your Folio Number registered with the Company.

• B. PAN : Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. Mobile No. : Enter your mobile number.

• D. Email ID: Enter your email id, as recorded with your DP/Company.

Note: In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel.: 022-49186175.

• Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

C. INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS TO REGISTER THEMSELVES AS SPEAKERS DURING ANNUAL GENERAL MEETING:

1. Shareholders/ Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request from their registered email id mentioning their name, demat account number/folio number, email id, mobile number at speaker@aegisindia.com from August 10, 2022, 10.00 a.m. to August 13, 2022, 6.00 p.m. Further, Shareholders are requested to send their questions before the AGM for any further information on accounts to enable the Company to answer their question satisfactorily in the above prescribed time.

2. The Speakers are requested to refer the instructions as mentioned on the Company’s website link -

http://aegisindia.com/investor information/ for the software requirements and kindly ensure to install the same on the device which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

1. Shareholders will get confirmation on first cum first basis.

2. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

3. Other shareholders may ask questions to the panellist, via active chat-board during the meeting.

4. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

5. Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

6. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

7. Those shareholders/members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

D. INSTRUCTIONS FOR SHAREHOLDERS/ MEMBERS TO VOTE DURING THE ANNUAL GENERAL MEETING THROUGH INSTAMEET:

Once the electronic voting is activated by the scrutiniser during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”.

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet and click on 'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under “Favour/Against'.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@linkintime.co.in or contact on: - Tel.: 022-49186175.

20. General Guidelines for Shareholders:

1. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e; Thursday, August 11, 2022.

2. Members who are not shareholders on the record date i.e; Wednesday, July 20, 2022 or who have not registered their e-mail ID as on record date are requested to approach Link Intime India Pvt. Ltd. at their e-mail ID enotices@linkintime.co.in or calling on 022-49186000 for e-voting related queries. Any person who is not a Member as on the cut-off date for e-voting i.e; Thursday, 11th August, 2022 should treat this Notice for information purposes only.

3. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e; Thursday, 11[th] August, 2022 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM electronically.

4. During the 65th AGM, the Chairman shall, after response to the questions raised by the members in advance or as a speaker at the 65th AGM, formally propose to the members participating through VC/ OAVM Facility to vote on the resolutions as set out in the Notice of the 65th AGM and announce the start of the casting of vote through the e-Voting system. After the members participating through VC/OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the 65th AGM.

5. The Company has appointed Mr. Prasen Naithani, Practicing Company Secretary (Membership No. 3830) as the Scrutinizer to scrutinize the voting and remote e-voting process for the AGM in a fair and transparent manner.

6. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting (votes cast during the AGM and votes cast through remote e-voting) and will submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing. The results will be announced within the time stipulated under the applicable laws i.e; within two workings days of conclusion of the meeting.

7. The Notice of the AGM shall be placed on the website of the Company till the date of AGM. The Results declared, along with the Scrutinizer’s Report shall be placed on the Company’s website www.aegisindia.com and on the website of LIPL immediately after the declaration of results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

8. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

By order of the Board of Directors

Sd/-

Monica T. Gandhi Company Secretary

Place: Mumbai Dated: May 27, 2022

Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 and Secretarial Standard on General Meetings (SS-2)

ITEM NO.3:

As per the provisions of the Companies Act, 2013, Mr. Anilkumar Chandaria (DIN –00055797), presently aged 87 years retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment. However, in accordance with the SEBI (Listing Obligations and Disclosure requirements) as amended from time to time, the directorship of any person who has attained the age of 75 years cannot be continued unless a special resolution is passed by the members of the Company. Mr. Anilkumar Chandaria, aged 87 years, who is a B.Sc. (Economics) from London School of Economics and MBA from Harvard Business School, Cambridge, U.S.A is a Director of the Company since 1st September, 1982 and brings with him immense experience in the business of the Company. It is therefore felt by the Board of Directors to continue the appointment of Mr. Anilkumar Chandaria as a Non-executive Director of the Company and recommends the proposed item of Ordinary Business to be considered as a Special Business and pass the resolution as a Special resolution for the approval of the Members of the Company at this Annual General Meeting.

Except Mr. Anilkumar Chandaria, Mr. Raj K. Chandaria and Mr. Amal R. Chandaria, who are related to each other, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested in the Resolution at Item No. 3 of the accompanying Notice.

ITEM NO.4:

The Board of Directors at its meeting held on 27th October, 2021 on recommendation by the Nomination and Remuneration Committee appointed Mr. Amal R. Chandaria as an Additional director of the Company under section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Act, being an Additional Director, Mr. Amal R. Chandaria will hold office up to the date of the ensuing Annual General Meeting (“AGM”) and is eligible to be appointed a Director of the Company. The Company has received notice in writing under Section 160 of the Act from a member proposing the candidature of Mr. Amal R. Chandaria for the office of Director.

Mr. Amal R. Chandaria is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director.

In the opinion of the Board, Mr. Amal R. Chandaria is a person of integrity and possesses relevant subject matter expertise in relevant field. He is currently engaged in consulting in design & art direction as a Creative Director on freelance under his own Spaghetti Studios LLC. Brief resume of Mr. Amal R. Chandaria, nature of his expertise in specific functional areas and names of companies in which he holds directorships are provided in the Annexure -1 and Corporate Governance Report forming part of the Annual Report.

Keeping in view his expertise and knowledge, it will be in the interest of the Company that Mr. Amal R. Chandaria is appointed as a Director on the Board of the Company.

Except for Mr. Amal R. Chandaria, Mr. Raj K. Chandaria and Mr. Anilkumar Chandaria, who are related to each other, none of the Directors and Key Managerial Personnel (KMP) or relatives of directors and KMPs are concerned or interested in the Resolution at Item No. 4 of the accompanying Notice. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders.

ANNEXURE 1

- Additional Information of Directors being appointed/re appointed as required under Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in order of the items mentioned in the Notice:

Name of the Director		Mr. Anilkumar Chandaria		Mr. Amal R. Chandaria
DIN		00055797		09366079
Date of Birth		6thMay,1935		9thJune,1993
Date of Appointment as Director		1stSeptember,1982		27thOctober,2021
Relationship with other Director/KeyManagerial Personnel		Uncle of Mr. Raj K. Chandaria		Son of Mr. Raj K. Chandaria
Terms & conditions of appointment/re-appointment		Non-Executive Director, liable to retire byrotation		Non-Executive Director, liable to retire byrotation
Remuneration sought to be paid and remuneration last drawn		Not Applicable		Not Applicable
Experience (including expertise in specific functional area) / Brief Resume		Mr. Anilkumar M. Chandaria, is a Director of the Company since 1982. He has extensive work experience in Management Position for over four decades in Tanzania, Kenya, United Kingdom, Belgium, Thailand and India as well. He brings with him immense experience in the business of the Company.		Mr. Amal Raj Chandaria is currently engaged in consulting in design & art direction as a Creative Director on freelance under his own Spaghetti Studios LLC. He was earlier employed by DoorDash Inc. in San Francisco, CA as a Senior Art Director, where he was mainly responsible for conceptualizing and executing national full-funnel advertising and partnership campaigns. Prior to DoorDash, he was employed by McKinsey & Co. in the area of design consulting.
Qualification		B.Sc. (Economics) from London School of Economics and MBA from Harvard Business School, Cambridge,U.S.A		B.A. International Relations and B.F.A. Graphic Design from Boston University
*Directorship of other Board as on March 31, 2022		Nil		 Sea Lord Containers Ltd.  Hindustan Aegis LPG Ltd.  Aegis Vopak Terminals Ltd.  Aegis Terminal (Pipavav) Ltd.  Aegis Gas (LPG) Pvt. Ltd.  Konkan Storage Systems (Kochi) Pvt. Ltd.  Eastern India LPG Co. Pvt. Ltd.
**Chairman/Member of the Committee of the Board of directors of other Companies as on March 31, 2022		Audit Committee Nil Shareholder Grievance Committee Nil		Audit Committee Nil Shareholder Grievance Committee Nil
No. of shares held in the Company		Nil		Nil
Number of Board Meetings attended duringthe financialyear(2021-22)		8		Nil

* Excludes Alternate Directorships and Directorships in private companies, foreign companies and section 8 companies.

** Represents Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee of Public Companies.

By order of the Board of Directors

Sd/-

Monica T. Gandhi Company Secretary

Place: Mumbai Dated: May 27, 2022