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Bhagawati Oxygen Ltd.

BSE: 509449 Sector: Industrials
NSE: N.A. ISIN Code: INE026I01010
BSE LIVE 13:02 | 05 Dec 35.90 0
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 35.90
PREVIOUS CLOSE 35.90
VOLUME 100
52-Week high 40.75
52-Week low 14.11
P/E 9.81
Mkt Cap.(Rs cr) 8.29
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.00
Sell Qty 558.00
OPEN 35.90
CLOSE 35.90
VOLUME 100
52-Week high 40.75
52-Week low 14.11
P/E 9.81
Mkt Cap.(Rs cr) 8.29
Buy Price 0.00
Buy Qty 0.00
Sell Price 37.00
Sell Qty 558.00

Bhagawati Oxygen Ltd. (BHAGAWATIOXYGEN) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the 44th Annual Report and the AuditedAccounts of the Company for the financial year ended March 31 2016 1 SUMMARY DF FINANHIAIRFSIII TS-

Particulars 2015-16 2014-15
Total revenue 1070.33 1241.27
PBDIT 115.93 156.47
Finance cost 2.82 2.39
Depreciation & amortization 23.40 22.90
PET 89.71 131.18
Tax expense 22.43 29.13
RAT 67.29 102.05
Surplus- opening balance 862.04 760.31
Surplus- closing balance 929.33 862.04

2. OPERATION:

During the year under review the sales and other income of the Company amounted to Rs1-070.33 lacs compared to Rs. 1241.27 lacs in the previous year. After providing forfinancial charges depreciation current and deferred taxation and other adjustments theCompany reported profit after tax and extraordinary item of Rs. 67.29 Lacs

3. DIVIDEND

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

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

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

5. MANAGEMENT DISCUSSION & ANALYSIS:

Industry Structure and Development: Your Industry is primarily a GasManufacturing Industry supplying oxygen gas from Ghatsila plant on exclusive supplyscheme basis. The Company is also making wind power and supplying to TNEB Tamil Nadu.

Outlook Opportunities Threats & Concerns Environment health and Safety: Theencouraging growth on both production and sales in last years is likely to be sustained incurrent year also. Outlook for the current year remains strong. The Company's operationsare subject to risks which can impact business performance essentially with regard toprices of basic materials like molecular sieves power. The management is seized ofassessing such risks and takes measures to address the same.

The fundamental of the gas industry appears to be better and is growing fast because ofthe improvement in the steel sector. As our sales are tied up some strategies adopted byyour Company are : (a)reducing cost of capital (b) transactional cost of production (c)reducing pollution levels (d) creation of

good infrastructure etc. Your Company has taken adequate steps to reduce thecost of production by continuously evaluating process improvements and best operationalpractices. Although the industrial gas industry is categorized as GreenIndustry your Company is committed to adhere to all applicable environmentregulations and improve upon the environmental performance on a continued basis.

Human Resources Development: The Company appreciates that human assets constitute thedriving force behind the Company's growth plans. The Company has during the previousyear continued to have good industrial relations with its employees. Your Company wouldlike to record the whole-hearted support and dedication received from the employees at alllevels.

6. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the annual Listing Fees for the year 2015-2016 toBSE where the Company's shares are listed.

7. DEMATERIALIZATION OF SHARES:

38.88% of the Company's paid up Equity Shares Capital is in dematerialization from ason 31st March 2016 and balance 61.12% is in physical form. The Company's Registrar's andShare Transfer Agents are M/s Skyline Financial Services Pvt Ltd having their office atD-153A 1 st Floor Okhla Industrial Area Phase- 1 New Delhi-110020.

8. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2015-164 (four) meetings of the Board of Directors of theCompany were held on 30th May 2015 14th August 2015 14th November 2015 and 6th February2016.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the recommendation of the Nomination and Remuneration Committee and subjectto the approval of Shareholders Sri Suresh Kumar Sharma (DIN: 00041150) wasre-appointment as Chairman (Executive) (being the Whole Time Director) of the Company fora further period of 3 (three) years w.e.f 1st January 2016.

Pursuant to the recommendation of the Nomination and Remuneration Committee and subjectto the approval of Shareholders Sri Himanshu Sharma (DIN: 00041181) was re-appointment asManaging Director of the Company for a further period of 3 (three) years w.e.f 1stJanuary 2016.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Jaya Sharma (DIN-07135989) director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible have offered herself forreappointment.

The Independent Directors of the Company have given the certificate of independence tothe Company stating that they meet the criteria of Independence as mentioned under Section149(6) of the Companies Act 2013.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that: in the preparation of the annual accounts for the financial yearended 31 March 2016 the applicable accounting standards had been followed along withproper explanation relating to material departures if any;

the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31 March 2016 and of the profit of theCompany for period from 1 April 2015 to 31 March 2016;

the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

the Directors had prepared the annual accounts for the financial year ended 31 March2016 on a going concern basis; the Director had laid down internal financial controls tobe followed by the Company and that such internal financial Control are adequate and wereoperating effectively; the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

11. NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) and other applicable provisions of the Companies Act 2013of the Act the Company has put in place a Nomination and Remuneration Policy framed by theNomination and Remuneration Committee of the Board for determining the qualificationspositive attributes and independence of the Directors besides recommending a policy onremuneration of the Directors and Key managerial personnel.

12. AUDIT COMMITTEE:

The Audit Committee of the Board is comprised of Mr. Himanshu Sharma Mr. Bipin BihariLai and Mr. Jagdish Chandra Kaushik with Mr Himanshu Sharma as a executiveDirector/Managing Director and Mr. Bipin Bihari Lai and Mr. Jagdish Chandra Kaushik asIndependent Directors. All the recommendations made by the Audit Committee were acceptedby the Board.

During the Financial Year 2015-16 4 (four) meetings of the Audit Committee of theBoard of Directors were held on 30th May 2015 14th August 2015 14th November 2015 and6th February 2016.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board are comprised of Mrs. JayaSharma Mr. Bipin Bihari Lai and Mr. Jagdish Chandra Kaushik. Mrs Jaya Sharma as anonexecutive Director and Mr. Bipin Bihari Lai and Mr. Jagdish Chandra Kaushik asIndependent Directors.

During the Financial Year 2015-16 2 (Two) meetings of the Nomination and RemunerationCommittee of the Board of Directors were held on 30th May 2015 and 14th November 2015.

14. 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 hasreceived a letter from the Statutory Auditors to the effect that their reappointment ifmade at the forthcoming Annual General Meeting would be as per the term provided underthe Act and within the limits laid down by or under the authority of the Act. The notes onthe financial statements referred to in the Auditor's Report are Self explanatory andrequires no explanation.

15. SECRETARIAL AUDITOR:

The Board has appointed Mr Manoj Prasad Shaw Practising Company Secretary (FCS 4194)to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Reportfor the financial year ended March 31 2016 is annexed herewith marked as Annexure A tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.

16. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:

No material changes and commitment which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required under section 134 of the Companies Act 2013 are provided in'Annexure B' to this Report.

18. VIGIL MECHANISM:

In pursuant to Section 177(9) of the Act 2013 and Rules made there under the companyhas in place a policy on vigil mechanism for enabling the Directors and employees of theCompany to report their genuine concerns if any and also provides for adequate safeguardsagainst victimization of persons using the mechanism.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

20. RISK MANAGEMENT POLICY:

With reference to the provisions of Section 134(3)(n) of the Companies Act 2013 theBoard of Directors has developed a risk management plan of the Company and had identifiedthe key risk areas where the Company's business is vulnerable. The key risk areas arefurther categorized in the following:-

(a) Strategic Risks

(b) Operational Risks and

(c) Financial and Compliance related Risks.

All the strategic operational and financial risks are duly analyzed and taken care of.

The Directors are aware of the requirement of the risk mitigation plan and arecontinuously making the necessary efforts to redress the impact of the adversities.

21. STATEMENT ON FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE ITSDIRECTORS AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act 2013 (the *ct) the Boardcarried out the performance evaluation of its

own and that of its Individual Directors through the Nomination and RemunerationConynittee of the Board (the Committee) duly constituted by the Board for the abovepurpose amongst others in terms of the Act.

During the year under review the Committee made the performance evaluation as abovebased on the following criteri- ons in line with the Nomination and Remuneration Policy:

- Attendance and participation in the meetings;

- Preparedness for the meetings;

- Understanding of the Company and the external environment in which it operates and

- constructive contribution to issues and active participation at meetings

The Committee found the Directors to be fulfilling the above criterions.

The Board also conducted the performance evaluation of its various Committees based onreferences made to the Committees in terms of the Act and found the performance to besatisfactory.

22. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

The Audit Committee reviews all the Related Transactions to ensure that the same arein line with the provisions of Law and Policy. The Committee approves the Related PartyTransactions none of the transactions approved in the financial year breached Arm'sLength and ordinary course criteria.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Your Directors drawattention of the members to Note 26.18 to the financial statement which sets out relatedparty disclosures.

23. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT-9 is attached as 'Annexure C'

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements

25. SHARE CAPITAL:

During the year under review there was no change in Share Capital of the Company.

26. PARTICULARS OF EMPLOYEES:

The disclosure as required under Rule 5(1) of Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure D. Yourcompany has not paid any remuneration attracting the provisions of Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014. Hence noinformation is required to be appended to this report in this regard.

27 CORPORATE WEBSITE:

The Company maintains a website www.globalbol.com where detailed information of theCompany and its product are provided.

28. DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES 2014:

Financial summary or highlights: As detailed under the heading 'Summary of FinancialResults Change in the nature of business if any: None Details of Directors or KeyManagerial Personnel who were appointed or resigned during the year:

Directors Re-appointed: Sri Suresh Kumar Sharma (DIN: 00041150) was re-appointment asChairman (Executive) (being the Whole Time Director) of the Company for a further periodof 3 (three) years w.e.f 1st January 2016 Directors resigned : None

KMPs Re-appointed: Sri Himanshu Sharma (DIN: 00041181) was re-appointment as ManagingDirector of the Company for a further period of 3 (three) years w.e.f 1st January 2016Names of Companies which have become or ceased to be Subsidiaries Joint Venture Companiesor Associate Companies during the year- NIL

Details relating to deposits: There were no fixed deposits from the public outstandingof 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 inrepayment of the said deposits.

There has not been any deposit which is not in compliance with the requirements ofChapter V of the Companies Act 2013.

No significant and material orders have been passed by any regulator(s) or Court(s) orTribunal(s) impacting the going concern's status and Companies operations in future.

Adequacy of Internal Financial Control: Your Company has an adequate system of internalcontrol procedure as commensurate with the size and nature of business which ensures thatall assets are safeguarded and protected against loss and all transactions are recordedand reported correctly.

The internal control system of the Company is monitored and evaluated by internalauditors and their audit reports are periodically reviewed by the Audit Committee of theBoard of Directors. The observations and comments of the Audit Committee are placed beforethe Board for reference.

The scope of internal audit includes audit of Purchase Facilities Sales PromotionExpenditure and Incentive Scheme Debtors and Creditors policy Inventory policy VAT andCenvat matters and others which are also considered by the Statutory Auditors whileconducting audit of the annual financial statements.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal)Act 2013. Your Directors have to report that during the year underreview neither any complaints of sexual harassment were received by it nor were thereany complaints relating thereto which required any disposal thereof.

30. CAUTIONARY STATEMENT:

This report Contains forward looking statements that involve risks and uncertainties.Actual results performing or achievement could differ materially from those expressed orimplied in such forward looking statements. Significant factors that could make adifference to the Company's operation include domestics and international economicconditions affecting demand-supply and price conditions foreign exchange fluctuationschanges in government regulations tax regimes and other statues.

31. ACKNOWLEDGEMENT:

The Board would like to express its sincere appreciation for the valuable support andco-operation received from various Central and State Government Authorities StockExchanges Financial Institutions and Banks during the year. They also gratefullyacknowledge the support extended by the customers and shareholders and contribution madeby the employees at all level.

For and on behalf of the Board of Directors

S K SHARMA

Chairman

(DIN: 00041150)

Place : Kolkata

Date :30th May 2016

ANNEXURE-B

Information on Conservation of Energy Technology Absorbtion Foreign Exchange Earningsand Outgo required to be disclosed under section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:

(A) Conservation of Energy

(a) Energy conservation steps taken:

+Energy conservation continues to receive priority attention at all levels.

+Factories have implemented measures to maintain power factor above 0.98 to reducereactive power loss.

+Gradual replacement of high energy illumination by lower power consuming illuminationin working area.

+Replacement of opaque sheets with translucent corrugated sheets to allow more naturallight.

+Continuous effort to reuse/recycle ground water

(b) Additional investment proposals if any being implemented for reduction ofconsumption of energy:

(c) Impact of measures of (a) & (b) for reduction of energy consumption andconsequent impact on cost of production of goods:

+Reduction in specific power usage per unit of output to be realized in coming years.

(d) Energy conservation in respect of specified industries : NA

(B) Technology Absorbtion

Research & Development (R&D)

1. Efforts and areas in which R&D carried out :

+The Company is successfully doing improvement of product characteristics.

+Developing processes to improve product cost structure.

2. Benefits derived as a result of the above efforts :

+lmproved manufacturing efficiency with reduced losses & costs.

+lmproved quality and production meeting customer requirement.

3. Future Plan of Action :

+lncreased focus on customized product deliverables aligning in line with strategicbusiness partners.

+lmproved process operation with reduced process wastage debottlenecking of processesequipment and quality issues.

4. Expenditure on R&D : charged under primary heads of accounts.

(C) Foreign Exchange Earnings and Outgo: (Rs./Lacs)

2015-16 2014-15
Foreign exchange outgo Foreign exchange earning 5.96 141.30

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