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Directors Report of Bombay Oxygen Corporation Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting this 54th ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

For the year For the year ended 31st ended 31st March, 2015 March, 2014 (Rs. in '000) (Rs. in '000)

Profit before depreciation and tax 1,39,868 7,350

Provision for depreciation 25,782 34,601

Profit/(Loss) before tax 1,14,086 (27,251)

Current Tax 19,200 -

Earlier Period Taxation - 17

Deferred tax 17,926 (464)

Appropriations :

Transferred from/(to) General Reserve 75,205 (26,804)

Proposed Dividend 1,500 -

Tax on Dividend 255 -

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe has worked satisfactorily but could not be utilized to its full capacity due to less demand by the captive customer and also by the liquid customers. This has hit both prices and quantities and resulted in lower sales and decreased profitability of the Company. Plants at other locations are also working satisfactorily but with the same issues.

During the year under review, sales were Rs. 17,29,29,027/- as against Rs. 18,97,25,623/- for the previous year. Profit before Depreciation and Tax during the year is Rs. 13,98,69,378/- as against Rs. 73,49,826/- in the previous year.

DIVIDEND :

Your Directors recommend the payment of dividend of Rs. 10/- ( Previous year NIL) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs. 17,54,925/- including Dividend Distribution Tax (Previous years Rs. NIL)

DIRECTORS :

Your Director Mr. Amay S. Ruia retires this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offers himself for re-appointment.

The Board of Directors had appointed Mrs. Aruna Kantikumar Kanoria and Mr. Anil Chunilal Kilachand as Additional Directors of the Company, with effect from 13th November, 2014 and 9th February, 2015 respectively. Subsequently the said Directors were appointed as Independent Directors under the Companies Act, 2013 for a period of five years with effect from 1st April, 2015. The existing Independent Directors viz. Mr. Mohan Bir Singh and Mr. Nirmal P Jhunjhunwala were also appointed as as Independent Directors under the Act 2013, each for a term of five years with effect from 1st April, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Your Director Mr. Ibrahim A. Rahimtoola passed away and Director Mr. Ajit M. Ghelani resigned from the Directorship of the Company during the year. The Board of Directors acknowledge the services rendered by them to the Company with gratitude and place on record their appreciation of the same.

FIXED DEPOSITS :

Total of 8 deposits amounting to Rs. 95,000/- due for repayment on or before 31st March, 2015 were not claimed by the depositors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are annexed herewith as "Annexure A'.

GENERAL :

The assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s. S G C O & Co., confirming the compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange, is annexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Industry Structure and developments :

The substantial excess capacity of industrial gases continues to exist during the year. Due to lower demand most of the large tonnage plants are underutilized. This has led to immense pressure on margins and future development.

(ii) Opportunities, Threats, Risks and Concerns :

Due to a virtually no growth in the gas consuming industries the demand of gases has been badly affected. The cost of production and logistics have been continually increasing with no corresponding increase in the sale price thus affecting our profitability.

(iii) Segment wise product wise performance :

The Company is primarily engaged in the manufacturing and sale of industrial gases, viz, Oxygen, Nitrogen, Argon. Dissolved Acetylene is outsourced by the Company.

(iv) Outlook :

The manufacturing sector of the national economy is yet to pick up and therefore, it is difficult to forecast the requirement of gases. We are exploring new markets such as refineries, fertilizers, pharmaceuticals, glass, food processing and the chemical industry. We are also increasing our presence in health care, through supply of liquid and gaseous medical oxygen.

(v) Internal Control Systems and their adequacy :

The Senior Management periodically reviews factors and issues that influence the Company's business and takes appropriate decisions to ensure that the Company's interest and that of the stakeholders is protected. The Company has an inbuilt system of internal checks and controls.

The Audit Committee of the Board of Directors takes the responsibility to review the Internal Controls and matters connected therewith.

(vi) Financial and Operational performance :

For the year For the year ended 31st ended 31st March, 2015 March, 2014 (Rs. in '000) (Rs. in '000)

Sales 1,72,929 1,89,726

Other Income 2,61,291 54,069

Profit before depreciation and tax 1,39,868 7,350

Depreciation 25,782 34,601

Taxes 37,126 (447)

Profit/(Loss) after depreciation and taxes 76,960 (26,804)

(vii) Material developments in Human Resources/Industry relations front, including number of people employed :

The Company continues to give utmost importance to Human Resources Development and keeps relations normal.

(viii) Cautionary Statement :

Company's projections and estimates will vary from actual results, which depend on a variety of factors over which the Company does not have any control.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013 and hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) t hat the Directors have 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 working of the Company for that year;

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis;

(v) t hat proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) t hat systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MEETINGS :

During the year six Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS :

M/s. S G C O & Co., Chartered Accountants, having Registration No. 112081W, Statutory Auditors of the Company, retire at this Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility under section 141 of the Companies Act, 2013. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT :

The Secretarial Audit Report under section 204 of the Companies Act, 2013 has been obtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary, for the year under review and same is annexed herewith as "Annexure B".

RELATED PARTY TRANSACTIONS :

There are no material transactions with any of the related parties.

SUBSIDIARY COMPANIES :

Company does not have any subsidiary.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C". RISK MANAGEMENT COMMITEE :

The Company has constituted a Risk Management Committee for development and implementation of a Risk Management Policy for the Company.

CORPORATE RESPONSIBILITY STATEMENT :

The provisions of section 135 of the Companies Act 2013 for Corporate Social Responsibility are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE :

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 for the appointment and payment of remuneration to the Directors and Key Personnel of the Company.

WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement and this policy is also posted on the website of the Company.

On behalf of the Board

S. M. RUIA Mumbai, 28th May, 2015 Chairman


Mar 31, 2014

The Directors have pleasure in submitting this 53rd ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

For the year For the year ended 31st ended 31st March, 2014 March, 2013 ( Rs.in ''000) ( Rs.in ''000)

Profit/(Loss) before depreciation and tax 7,350 (53,793)

Provision for depreciation 34,601 34,731

Profit/(Loss) before tax (27,251) (88,524)

Earlier Period Taxation 17 ___

Deferred tax credit (464) (21,622)

Profit/(Loss) for the year (26,804) (66,902)

Appropriations :

Transferred from General Reserve 26,804 67,779

Proposed Dividend __ 750

Tax on Dividend __ 127

(26,804) (66,902)

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe has worked satisfactorily, however it could not be utilized to its full capacity, due to less demand in the market. Therefore, the sales have not been good. Plants at other locations are working satisfactorily also.

During the year under review, sales were Rs.18,97,25,623/- as against Rs. 28,62,33,718/- for the previous year. However, due to stringent financial management controls, the Profit before Depreciation and Tax during the year is Rs.73,49,826/- as against the loss of Rs.5,37,91,633/- in the previous year.

DIVIDEND :

On account of losses during last two years, no dividend is recommended (Previous year Rs.5/- per equity share).

DIRECTORS :

Your Directors Mr. Amay S. Ruia and Mr. Shyam M. Ruia, retire this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS :

13 Deposits amounting to Rs.1,64,000/- due for repayment on or before 31st March, 2014 were not claimed by the depositors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto which form part of this report.

GENERAL :

The Company has no employee covered under Section 217(2A) of the Companies Act, 1956. The assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s S G C O & Co., confirming the compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Directors hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 working of the Company for that year;

(iii) that the Directors have 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s. S G C O & Co., Chartered Accountants, having Registration No. 112081W, Statutory Auditors of the Company, retire at this Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE :

The Compliance Certificate under section 383A of the Companies Act, 1956 has been obtained from M/s. Sanjay Dholakia & Associates – Practicing Company Secretary, for the year under review and same is attached with this Report.

On behalf of the Board

S. M. RUIA

Mumbai, 19th May, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in submitting this 52nd ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

For the year For the year ended 31st ended 31st March, 2013 March, 2012 (Rs. in ''000) (Rs. in ''000)

Profit/(Loss) before depreciation and tax (53,793) 42,694

Provision for depreciation 34,731 35,299

Profit/(Loss) before tax (88,524) 7,395

Deferred tax credit (21,622) (3,751)

Profit/(Loss) for the year (66,902) 11,146

Appropriations :

Transferred from General Reserve 67,779

Proposed Dividend 750 3,000

Tax on Dividend 127 486

Transferred to General Reserve 7,660

(66,902) 11,146

PERFORMANCE:

The 130 TPD tonnage plant at Kalwe whilst running satisfactorily, could not be utilized to its full capacity, due to less demand in the market for liquid gases. Therefore, the sales suffered. Plants at other locations are working satisfactorily.

During the year under review, sales were Rs. 28,62,33,718/- as against Rs. 36,66,28,074/- for the previous year. Loss before Depreciation and Tax during the year is Rs. 5,37,91,633/- as against profit of Rs. 4,26,93,237/- in the previous year.

DIVIDEND :

Your Directors recommend the payment of dividend of Rs. 5 /- (Previous year Rs. 20/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs. 8,77,463/- including Tax on dividend [Previous year Rs. 34,86,675/-].

DIRECTORS :

Your Directors Mr, Ibrahim A. Rahimtoola and Mr. Nirmal P Jhunjhunwala, retire this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS :

34 Deposits amounting to Rs. 4,45,000/- due for repayment on or before 31st March, 2013 were not claimed by the depositors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto which form part of this report.

GENERAL:

The Company has no employee covered under Section 217(2A) of the Companies Act, 1956. The assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s K. G. Shah & Co., confirming the compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stdck Exchange is annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Directors hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 working of the Company for that year;

(iii) that the Directors have 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s. K. G. Shah & Co., Chartered Accountants, having Registration No.109630W, Statutory Auditors whose term of office as the Auditors of the Company will expire at the conclusion of the ensuing Annual General Meeting of the Company, have given to the Company, a notice in writing of their unwillingness to be re-appointed.

Accordingly, M/s Singrodia Goyal & Co., Chartered Accountants, Registration No.112081W, who have given their letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 224(1 B) of the Companies Act, 1956, are proposed to be appointed as the Auditors of the Company.

AUDITORS REPORT :

As regards the qualified opinion in the Auditor''s Report pertaining to purported non-provision for diminution in the value of investment, your Directors invite your attention to the Explanatory Note No. 12 to the Financial Statements wherein your Company''s position has been fully explained. In view of the same, the qualification by the Auditors is unwarranted/misconceived.

COMPLIANCE CERTIFICATE :

The Compliance Certificate under section 383A of the Companies Act, 1956 has been obtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary, for the year under review and same is attached with this Report.

On behalf of the Board

S. M. RUIA Chairman

Mumbai, 7th June, 2013.


Mar 31, 2012

The Directors have pleasure in submitting this 51st ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS :

For the year For the year ended 31st ended 31st March, 2012 March, 2011 (Rs.in '000) (Rs.in '000)

Profit before depreciation and tax 42,694 88,354

Provision for depreciation 35,299 35,999

Profit before tax 7,395 52,355

Current tax - 12,600

Deferred tax (3,751) (1,698)

Profit for the year 11,146 41,453

Appropriations :

Proposed Dividend 3,000 3,000

Tax on Dividend 486 486

Transferred to General Reserve 7,660 37,967

11,146 41,453

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe has worked satisfactorily during the year. However the 40TPD Oxygen liquifier was under utilized due to less demand of liquid oxygen in the Market. This has hit both prices and quantities and resulted in lower sales and decreased profitability of the Company as compared to the last year.

During the year under review, sales were Rs. 36,66,28,074/- as against Rs. 41,73,70,079/- for the previous year. Profit before Depreciation and Tax during the year is Rs. 4,26,93,237/- as against Rs. 8,83,54,521/- in the previous year.

The Subsidiaries Bombay Oxygen Acetylene Ltd. and Bombay Oxygen Gases Ltd. have been closed and their names are struck off from the Registrar of Companies.

DIVIDEND :

Your Directors recommend the payment of dividend of Rs. 20/- (Previous year Rs. 20/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs. 34,86,675/- including Tax on dividend [Previous year Rs. 34,86,675/-].

DIRECTORS :

Your Directors Mr Mohan Bir Singh and Mr. Ajit M. Ghelani, retire this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS :

48 Deposits amounting to Rs. 5,67,000/- due for repayment on or before 31st March, 2012 were not claimed by the depositors.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto which form part of this report.

GENERAL:

The Company has no employee covered under Section 217(2A) of the Companies Act, 1956. The assets to the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s. K. G. Shah & Co., confirming the compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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;

(iii) that the Directors have 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS :

M/s. K. G. Shah & Co., Chartered Accountants, having Registration No. 109630W, Statutory Auditors of the Company, retire at this Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE :

The Compliance Certificate under section 383A of the Companies Act, 1956 has been obtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary, for the year under review and same is attached with this Report.

On behalf of the Board

S. M. RUIA

Chairman

Mumbai, 19th July, 2012.


Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting this 50th ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS :

For the year For the year

ended 31st ended 31st

March, 2011 March, 2010

(Rs. in '000) (Rs. in '000)

Profit before depreciation and tax 88,354 86,064

Provision for depreciation 35,999 35,939

Provision for taxation 12,600 7,810

Provision for Deferred taxation (1,698) 1,601

Profit after tax 41,453 40,714

Appropriations :

Proposed Dividend 3,000 3,000

Tax on Dividend 486 498

Balance transferred to General Reserve 37,967 37,216

41,453 40,714

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe has worked satisfactorily through the year. Whilst sales have been better than previous year, the cost of power continues to rise steeply, thus having an impact on the profit margin of the Company.

During the year under review, sales were Rs. 41,73,70,079/- as against Rs. 38,14,53,494/- for the previous year. Profit before Depreciation and Tax during the year is Rs. 8,83,54,521/- as against Rs. 8,60,63,907/- in the previous year.

DIVIDEND :

Your Directors recommend the payment of Dividend of Rs. 20/- (Previous year Rs. 20/-) per equity share. The proposed Dividend, if approved, at the Annual General Meeting, will absorb Rs. 34,86,675/- including Dividend tax [Previous year Rs. 34,98,300/-].

DIRECTORS :

The Board of the Company appointed Mr. Amay S. Ruia as an Additional Director on 27th October, 2010. The Company has received a Notice from a member to appoint Mr. Amay S. Ruia as a Director. It is proposed that he be appointed as a Director of the Company.

Your Directors Mr. Ibrahim A. Rahimtoola and Mr. Nirmal P Jhunjhunwala, retire this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS :

55 Deposits amounting to Rs. 6,60,000/- due for repayment on or before 31st March, 2011 were not claimed by the depositors. As on the date of this report, Rs. 86,000/- thereof have been claimed and paid.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto which form part of this report.

GENERAL:

The Company has no employee covered under Section 217(2A) of the Companies Act, 1956. The assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s. K. G. Shah & Co., confirming the compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that year;

(iii) that the Directors have 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

As required under Section 212 of the Companies Act, 1956 the accounts of Bombay Oxygen Gases Limited and Bombay Oxygen Acetylene Limited, wholly owned subsidiaries of the Company, are appended.

CONSOLIDATED ACCOUNTS :

In accordance with the requirements of Accounting Standards, the Consolidated Accounts of the Company is annexed to this Report.

AUDITORS :

M/s. K. G. Shah & Co., Chartered Accountants, Statutory Auditors of the Company, retire at this Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE :

The Compliance Certificate under Section 383A of the Companies Act, 1956 has been obtained from M/s. Bharat V. Pathak & Company - Practicing Company Secretary, for the year under review and same is attached with this Report.

On behalf of the Board

S. M. RUIA

Mumbai, 16th August, 2011. Chairman










Mar 31, 2010

The Directors have pleasure in submitting this 49th ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

For the year For the year ended 31st ended 31st March, 2010 March, 2009 (Rs. in 000) (Rs. in 000)

Profit before depreciation and tax 86,064 44,302

Provision for depreciation 35,939 35,250

Provision for taxation 7,810 0

Provision for Fringe Benefit Tax 0 298

Provision for Deferred taxation 1,601 2,819

Profit after tax 40,714 5,935

Appropriations :

Proposed Dividend 3,000 3,000

Tax on Dividend 498 510

Balance transferred to General Reserve 37,216 2,425

40,714 5,935

PERFORMANCE:

The 130 TPD plant at Kalwe has worked satisfactorily during the year. On account of the revival of the economy, particularly in the steel industry, the Company has been able to achieve better sales. However, the steep rise in the cost of power has kept margins under pressure.

During the year under review, sales were Rs. 38,14,53,494/- as against Rs. 32,50,99,818/- for the previous year. Profit before Depreciation and Tax during the year is Rs. 8,60,63,907/- as against Rs. 4,43,02,586/- in the previous year.

DIVIDEND :

Your Directors recommend the payment of Dividend of Rs. 20/- (Previous year Rs. 20/-) per equity share. The proposed Dividend, if approved, at the Annual General Meeting, will absorb Rs. 34,98,300/- including Dividend tax [Previous year Rs. 35,09,850/-].

DIRECTORS :

Your Directors Mr. Mohan Bir Singh and Mr. Ajit M. Ghelani, retire this year by rotation in accordance with the Articles of Association of the Company but, being eligible, offer themselves for re-appointment.

FIXED DEPOSITS :

65 Deposits amounting to Rs. 7,68,000/- due for repayment on or before 31st March, 2010 were not claimed by the depositors. As on the date of this report, Rs. 50,000/- thereof have been claimed and paid,

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be disclosed under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are annexed hereto which form part of this report.

GENERAL:

The Company has no employee covered under Section 217(2A) of the Companies Act, 1956. The assets of the Company are adequately insured.

CORPORATE GOVERNANCE :

Report on Corporate Governance along with the certificate of the Auditors M/s. K. G. Shah & Co., confirming the compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange is annexed.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors hereby declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that year;

(iii) that the Directors have 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES :

As required under Section 212 of the Companies Act, 1956 the accounts of Bombay Oxygen Gases Limited and Bombay Oxygen Acetylene Limited, wholly owned subsidiaries of the Company, are appended.

CONSOLIDATED ACCOUNTS :

In accordance with the requirements of Accounting Standards, the Consolidated Accounts of the Company is annexed to this Report.

AUDITORS :

M/s. K. G. Shah & Co., Chartered Accountants, Statutory Auditors of the Company, retire at this Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE :

The Compliance Certificate under Section 383A of the Companies Act, 1956 has been obtained from M/s. Bharat V. Pathak & Company - Practicing Company Secretary, for the year under review and same is attached with this Report.

On behalf of the Board

S. M, RUIA Chairman

Mumbai, 28th May, 2010.

 
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