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Directors Report of Bhagawati Oxygen Ltd.

Mar 31, 2015

The Directors have pleasure in presenting before you the 43rd Annual Report of the Company together with audited accounts for the finan- cial year ended 31st March 2015. 1 FINANCIAL SUMMARY

(Rs. in lacs) Particulars 2014-15 2013-14

Total revenue 1241.27 1288 49

P8DIT 156.47 98.25

Finance cost 2 39 0.86

Depreciation & amortization 22.90 42.01

: PBT 131.18 55.38

Tax expense 29.13 4 91

RAT 10205 50.47

Surplus-opening balance 760 31 709.84

Surplus- closing balance 862.04 760.31

2.OPERATI0NS

During the year under review the sales and other income of the Company amounted to Rs 1241 lacs compared to Rs. 1288 lacs in the previous year. After providing for financial charges, depreciation, current and deferred taxation and other adjustments, the Company reported profit after tax and extraordinary item of Rs 102 lacs.

3. DIVIDEND

The Board considered it to be prudent to conserve the resources for the Company's growth and expansion and accordingly does not recommend payment of any dividend for the financial year under review.

4. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

5. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's shares are listed The Company applied for delisting from DSE which is pending. DSE has been deregistered by SEBI.

6. DEMATERIAL1ZATION OF SHARES

38 34% of the Company's paid up Equity Share Capital is in dematerial- ization form as on 31st March 2015 and balance 61 66% is in physical form. The Company's Registrar's and Share Transfer Agents are M/s. Skyline Financial Services Pvt Ltd having their office at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi-110020

7. NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 5 times during the financial ye3r from 1st April 2014 to 31st March 2015 on 30 May 2014, 12 August 2014, 12 November 2014. 10 February 2015 and 31 March 2015

8. DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr B.B Lai, and Mr J C Kaushik Directors of the Company have been appointed as the Independent Directors of the Company to hold office from the date of 42nd Annual General Meeting held on 3rd September 2014 for 5 consecutive years and the Company has received declarations from them that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies - Act. 2013. Smt. Jaya Sharma was appointed as woman director in terms of requirement of Section 149 of the Companies Act 2013 as additional director with effect from 31st March 2015 and she will cease to hold office in the said capacity at the ensuing Annual General Meeting (AGM). Mr. Sukanta Bhattacharjee was appointed as Chief Financial Officer of the Company with effect from 1st June 2014 Miss Ritu Damani was appointed as Company Secretary of the Company with effect from 1st June 2014.

9. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013. your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2015. the applicable accounting standards had been followed along with proper explanation relating to material departures. if any:

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 as at 31 March, 2015 and of the profit of the Company for period from 1 April 2014 to 31 March 2015:

c) the Directors had taken proper and sufficient care for the mainte- nance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts for the financial year ended 31 March 2015 on a going concern basis.

e) the Director had laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and were operating effectively:

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.

10. NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 and other applicable provisions of the Compa- nies Act 2013, the Company has put in place a Nomination and Remu- neration Policy framed by the Nomination and Remuneration Committee of the Board for determining the qualifications positive attributes and Independence of the Directors, besides recommending a policy on Remuneration of the Directors and Key Managerial Personnel

11. AUDIT COMMITTEE

The Audit Committee of the Board is comprised of Mr. Himanshu Sharma. Mr. Bipin Bihari Lai and Mr Jagdish Chandra Kaushik, with Mr Himanshu Sharma as a executive Director/Managing Director and Mr. Bipin Bihari Lai and Mr Jagdish Chandra Kaushik as Independent Directors All the recommendations made by the Audit Committee were accepted by the Board

12. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board are composed of Mrs. Jaya Sharma, Mr Bipin Bihari Lai and Mr Jagdish Chandra Kaushik Mrs Jaya Sharma as a non-executive Director and Mr Bipin Bihan Lai and Mr Jagdish Chandra Kaushik as Independent Directors.

13. AUDITORS AND AUDITORS' REPORT

M/s. Chaturvedi & Company, Chartered Accountants (Firm Registration No. 302137E). Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and. being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be as per the term provided under the Act and within the limits laid down by or under the authority of the Act. The notes on the financial statements referred to in the Auditors' Report are self explanatory and requires no explanation

14. SECRETARIAL AUDIT

The Board has appointed Mr Manoj Prasad Shaw, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31. 2015 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification. reservation or adverse remark.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134 of the Companies Act, 2013 are provKted in Annexure- B to this report

16. VIGIL MECHANISM

In pursuant to Section 177(9) of the Act, 2013 and Rules made there under, the Company has in place a policy on vigil mechanism for enabling the directors and employees to report their genuine con- cerns, if any and also provides for adequate safeguards against victimization of persons using the mechanism.

17. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's, length basis During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your directors draw attention of the members to Note 28.10 to the financial statement which sets out related party disclosures.

18. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is attached as Annexure- C.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial. statements.

20. SHARE CAPITAL

During the year under review, there was no change in share capital of the Company.

21. PARTICULARS OF EMPLOYEES

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules. 2014 is enclosed with this report as Annexure- D Your Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.

22. CORPORATE WEBSITE

The Company maintains a website wwwglobalbol.com where detailed information of the Company and its products are provided

23. DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014 Financial Summary or Highlights: As detailed under the heading 'Finan- cial Highlights'

Change in the nature of business, if any: None Details of Directors or Key Managerial Personnel, who were appointed or resigned during the year:

Directors appointed Mrs Jaya Sharma (women Director)

Directors resigned None

KMPs Appointed Mr Sukanta Bhatarcharjee as CFO

Miss Ritu Damani as CS

Names of Companies which have become or ceased to be Subsidiaries. Joint Venture Companies or Associate Companies during the year: NIL Details relating to deposits: There were no fixed deposits from the public outstanding of the Company at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern's status and Companies operations in future Adequacy of Internal Financial Control: Your Company has an adequate system of internal control procedure as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly. The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board for reference. The scope of internal audit includes audit of Purchase Facilities, Sales Promotion Expenditure and Incentive Scheme. Debtors and Creditors policy, Inventory policy. VAT and Cenvat matters and others, which are also considered by the Statutory Auditors while conducting audit of the annual financial statements,

24. CAUTIONARY STATEMENT

This report contains forward looking statements that involve risks and uncertainties. Actual results, performance or achievements could differ materially from those expressed or implied in such forward looking statements. Significant factors that could make a difference to the Company's operations include domestic and international economic conditions affecting demand-supply and price conditions, foreign exchange fluctuations, changes in government regulations, tax regimes and other statutes.

25. Acknowledgement

Your Directors would like to express its sincere appreciation for the valuable support and co-operation received from members, government authorities, banks and customers. They also thank them for the trust reposed in the Management and wish to thank all employees for their commitment and contribution.

For Bhagawati Oxygen Limited

S.K Sharma

Place : Kolkata Chairman

Date : 30th May 2015 (DIN : 00041150)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 42nd Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

Particulars 2013-14 2012-13

Net Sales (Income from operations) 1230.33 1276.03

Other Income 58.16 70.71

Total Income 1288.49 1346.74

Total Expenditure 1191.09 1160.97

Profit before depreciation and taxes 97.40 185.77

Depreciation and Amortization 42.02 49.92

Exceptional Items (net) - -

Net Tax provision 4.91 25.87

Net Profit 50.47 109.98

Basic EPS (Rs) 2.18 4.75

Diluted EPS (Rs) 2.18 4.75

REVIEW OF THE WORKING

During the year under review the sales and other income of the Company amounted to Rs. 1288.49 lacs compared to Rs. 1346.74 lacs in the previous year. After providing for financial charges, depreciation, current and deferred taxation and other adjustments, the Company reported profit after tax and extraordinary item of Rs. 50.47 lacs.

DIVIDEND

With a view to plough back the profit for the operations of the Company and the need to conserve the liquid funds of the Company, your directors do not recommend any dividend for the year ended 31st March 2014.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public.

DEPOSITORY SYSTEM

The shares of the Company are tradable compulsorily in electronic form and your Company has connectivity with both the depositories, i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

PARTICULARS OF EMPLOYEES

The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 (as amended) are not applicable as none of the employees of the Company fall under the category prescribed.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standard have been followed.

b) they had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent and so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the Company for the year ended 31st March 2014.

c) they have taken proper and sufficient care for the safeguarding for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) they have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 a statement showing the information relating to Research and Development, Technology Absorption and Foreign Exchange Earning and outgo and forming part of the Directors Report is enclosed in Annexure - A. Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in case of your company.

INDUSTRIAL RELATIONS

Company''s industrial relation continue to be cordial during the year under review.

DIRECTORS

Mr. J C Kaushik retires by rotation and being eligible offer himself for re-appointment as a Director.

AUDITORS AND AUDITORS'' REPORT

M/s. Chaturvedi & Company, Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on financial statements referred to in the auditors'' report are self explanatory and do not require any further comments.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s. DGM & Associates, Cost Accountant, of Kolkata, as the Cost Auditor under Section 233B of the Companies Act, 1956, for the year ending 31st March 2014.

SECRETARIAL COMPLIANCE CERTIFICATE

Pursuant to the provision Clause to Sub-Section (1) of Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate for the year ended 31st March 2014 is attached herewith which is self-explanatory and requires no explanation by the Directors.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation received from various Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefully acknowledge the support extended by the customers and shareholders and contribution made by the employees at all level.

By Order of the Board For BHAGAWATI OXYGEN LIMITED

S K SHARMA CHAIRMAN Place: Kolkata Date: 30th May 2014


Mar 31, 2010

The Directors have pleasure in presenting their 38th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULT (Rs. lacs)

For the year For the year

ended ended

31/03/2010 31/03/2009

Gross Profit/ (Loss) 142.25 181.88

Less: Financial Expenses 32.22 39.89

Depreciation 74.03 75.39

Profit/(Loss) before Tax and extraordinary 36.00 66.60

Less: Provision for Tax 10.65 13.60

Less: Provision for FBT -- 1.75

Provision for Deferred Tax Liability/(Credit) (12.64) (1.76)

Net Profit/(Loss) after Tax 37.99 53.01

Add: Excess Provision of I. Tax of earlier -- (0.01) Add: Brought Forward Profit 426.01 373.01

Balance profit carried over to Balance Sheet 464.00 426.01



REVIEW OF THE WORKING

During the year under review the sales and other income of the Company amounted to Rs 1020.83 lacs compared to Rs.792..68 lacs in the previous year. After providing for financial charges, depreciation, current and deferred taxation and other adjustments, the Company reported profit after tax and extraordinary item of Rs. 37.99 lacs.

DIVIDEND

With a view to plough back the profit for the operations of the Company your directors do not recommend any dividend for the year ended 31st March 2010.

PUBLIC DEPOSIT

Your Company has not accepted any deposits from the public.

DEPOSITORY SYSTEM:

The shares of the Company are tradable compulsorily in electronic form and your Company has connectivity with both the depositories, i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

PARTICULARS OF EMPLOYEES

The particulars as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employee) Rules, 1975 (as amended) are not applicable as none of the employees of the Company fall under the category prescribed.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standard have been followed.

b) they had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent and so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit of the Company for the year ended 31st March 2010.

c) they have taken proper and sufficient care for the safeguarding for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

d) they have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 a statement showing the information relating to Research and Development, Technology Absorption and Foreign Exchange Earning and outgo and forming part of the Directors Report is enclosed in Annexure - A. Form A requiring disclosure of particulars with respect to conservation of energy is not applicable in case of your company.

INDUSTRIAL RELATIONS

Companys industrial relation continue to be cordial during the year under review.

DIRECTORS

Mr. J.C Kaushik retires by rotation and being eligible offer himself for re-appointment as a Director.

AUDITORS

M/s. Chaturvedi & Company, Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

APPRECIATION

Your Directors place on record their sincere appreciation for the valuable support and co-operation received from various Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefully acknowledge the support extended by the customers and shareholders and contribution made by the employees at all level.

By Order of the Board

For BHAGAWATI OXYGEN LIMITED

Place: Kolkata

Date: 31st July 2010

S K SHARMA

CHAIRMAN



 
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