Mar 31, 2018
The Directors have pleasure in submitting this 57th ANNUAL REPORT together with the Audited Accounts for the year ended 31st March, 2018.
FINANCIAL RESULTS :
Continuing Operation |
For the year ended 31st March, 2018 (Rs. in â000) |
For the year ended 31st March, 2017 (Rs. in â000) |
Profit before depreciation and tax |
94,892 |
1,07,090 |
Provision for depreciation |
2,086 |
2,612 |
Profit before tax |
92,806 |
1,04,478 |
Current Tax |
21,186 |
14,025 |
Earlier Period Taxation |
â |
(2,128) |
Deferred tax |
(16,690) |
7,579 |
Profit from continuing operation |
88,310 |
85,001 |
Discontinuing operation loss from Discontinuing operation (net of tax) |
(7,44,90) |
(22,744) |
Profit for the period |
13,820 |
62,257 |
Other comprehensive income for the year, net of tax |
(94,271) |
53,700 |
Total comprehensive income/(loss) for the year, net of tax |
(80,451) |
1,15,958 |
PERFORMANCE:
The 130 TPD tonnage plant at Kalwe is closed. The Company looked into the possibility of alternative uses for the plant but they were not found viable and hence the Company is disposing its plant machinery and other equipment. The cylinder refilling stations at other locations are still working.
During the year under review, sales were Rs.1,58,79(000) as against Rs.162,96(000) for the previous year. Profit before Depreciation and Tax during the year is Rs.9,48,92(000) as against Rs.10,70,90(000). These figures are before considering the discontinuation of the Kalwe unit.
DIVIDEND :
Your Directors recommend payment of a dividend of Rs.10/- (Previous year Rs.20/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb Rs.18,05(000) including Dividend Distribution Tax [Previous years Rs.36,11(000)]
INDIAN ACCOUNTINGS STANDARD :
The Ministry of Corporate Affairs (MCA) on 16th February, 2015, notified that the Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from 1st April, 2017 with a transition date of 1st April, 2016. Thus Ind As is applicable to this Company from 1st April, 2017. The reconciliations and descriptions of the effect of the transition from the previous GAAP to the Ind AS have been set out in Note 2.2 in the notes to accounts in the financial statement.
DIRECTORS :
Your Director, Mr. Shyam M. 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 Mr. Deepak C. Vaidya as Additional Director of the Company, with effect from 17th May, 2018.
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.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Particulars required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are annexed herewith as âAnnexure Aâ.
CORPORATE GOVERNANCE :
Report on Corporate Governance along with the certificate of the Auditors M/s S G C O & Co LLP confirming the compliance of the conditions of Corporate Governance, is annexed with this report.
MANAGEMENT DISCUSSION AND ANALYSIS :
(i) Industry Structure and developments :
The demand for bulk industrial gases fluctuated in the market but since we are only carrying out cylinder filling operations there was no impact on our working.
(ii) Opportunities, Threats, Risks and Concerns :
The cost of production and logistics costs have been continually increasing which is not getting covered in the increase in the sale price due to stiff competition.
(iii) Segment wise product wise performance :
The Company is primarily engaged in the filling and sale of Oxygen and Nitrogen industrial gases.
(iv) Outlook :
The manufacturing sector of the national economy is slowly picking up and there is corresponding rise in demand.
(v) Internal Control Systems and their adequacy :
The Senior Management periodically reviews factors and issues that influence the Companyâs business and takes appropriate decisions to ensure that the Companyâs 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 reviews the Internal Controls and matters connected therewith.
(vi) Financial and Operational performance :
For the year ended 31st March, 2018 (Rs. in â000) |
For the year ended 31st March, 2017 (Rs. in â000) |
|
Sales |
15,878 |
16,296 |
Other Income |
1,29,963 |
1,41,844 |
Profit before depreciation and tax |
94,892 |
1,07,090 |
Depreciation |
2,086 |
2,612 |
Taxes |
4,496 |
19,476 |
Profit after depreciation and taxes |
88,310 |
85,001 |
(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 :
Companyâs projections and estimates will vary from actual results, which depend on a variety of factors over which the Company does not have any control.
DIRECTORSâ RESPONSIBILITY STATEMENT :
Your Directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013 and 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 the year;
(iii) t hat 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) that systems to ensure compliance with the provisions of all applicable laws were in place, 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 :
The Shareholders of the Company in their 55th Annual General Meeting, held on 15th June, 2016 had accorded their approval pursuant to the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder to appoint Messer S G C O & Co. LLP Chartered Accountants, (Firm Registration no. 112081W/W100184) as an auditor of the Company, for a period of three years commencing from the conclusion of the 55th Annual General Meeting until the conclusion of the 58th Annual General Meeting.
The Board of Directors of the Company has, pursuant to provisions of Section 139 recommended ratification of the appointment of Messer S G C O & Co. LLP Chartered Accountants, for the approval of the Shareholders from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company.
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 the same is annexed herewith as âAnnexure Bâ.
MATERIAL EVENT :
Owing to the discontinuance of operations at Kalwa plant and parameters of RBI-NBFC Regulations, Board of Directors have decided to take all due measures for compliance with prescribed RBI regulations subject to shareholders & statutory approvals, as may be required.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in form MGT 9 are annexed herewith as âAnnexure Câ. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :
The Company has constituted a Corporate Social Responsibility Committee pursuant to section 135 of the Companies Act, 2013. Report on Corporate Social Responsibility is annexed herewith as âAnnexure Dâ.
RELATED PARTY TRANSACTIONS :
There were no material transactions with any of the related parties, during the year under review,
SUBSIDIARY COMPANIES :
Company does not have any subsidiary
NOMINATION AND REMUNERATION COMMITTEE :
The Company has 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 the policy is uploaded on the website of the Company.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted under the said act has confirmed that no complaint / case has been filed / pending with the Company during the year.
ADEQUACY OF INTERNAL FINANCIAL CONTROL :
The Companyâs internal financial control systems are commensurate with the nature, size and complexity of its business and operations. These are routinely tested and certified by Statutory as well as Internal Auditors.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :
The Company conducts familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholdersâ Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
On behalf of the Board
S. M. RUIA
Mumbai, 17th May, 2018 Chairman
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.