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