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Bhuruka Gases Ltd.

BSE: 509728 Sector: Industrials
NSE: N.A. ISIN Code: INE880D01011
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Bhuruka Gases Ltd. (BHURUKAGASES) - Director Report

Company director report

BHURUKA GASES LIMITED ANNUAL REPORT 2008-2009 DIRECTOR'S REPORT Your Directors have pleasure in presenting the 35th Annual Report together with the Audited Accounts for the year ended 31st March, 2009 1. FINANCIAL RESULTS: Rs. Lakh PARTICULARS Year ended Year ended 31-03-2009 31-03-2008 Income from Sales & Service 3820 2876 Other Income 161 231 Profit Before Interest & Depreciation 803 698 (includes other Income) Operational Profit Before Interest & 642 467 Depreciation (excluding Other Income) Depreciation 555 511 Interest & Finance Charge 20 46 Profit Before Depreciation & Taxes 783 652 Depreciation 555 511 Profit after Depreciation 228 141 Taxation [MAT] 26 16 Fringe Benefit Tax 4 3 Deferred Tax Liability -82 -214 Adjustments for earlier years tax 1 3 Profit After Tax [PAT] 279 333 2. OPERATIONAL HIGHLIGHTS: During the year, despite economic slow down and stiff competition, your company posted a total income of Rs.3981 Lakh against Rs.3107 lakh in Y-o Y a substantial of around 28%. Due to strategic, aggressive and growth oriented efforts initiated at all levels, your Company bucking the recessionary trend, was able to achieve the uptrend in its operational and financial results. As a result of this, the operational profit before Interest & Depreciation for the year was Rs.642 lakh as against Rs.467 lakh during the previous year. There is significant increase of about 38% over Y-o Y. In the last year's Report it was stated that in February 2007 M/s. Praxair India (P) Limited had abruptly withdrawn from the Long Term Purchase agreement and this has had serious impact on the working results of your Company. Nevertheless, it is heartening to report, due to concerted efforts the quantum loss has been gradually made good through new customer base and also augmenting of Transport Tankers and significant improvements manifested during 2008-09. 3. DIVIDEND: Your Company has drawn up and embarked upon long term strategic investment plan to sustain the operations in the recession hit economy and also combat the cut throat competition. These strategic growth oriented diversified downstream investments abroad are aimed at longterm growth on a continuous basis. Keeping in view of these long term growth and huge funds requirement thereof your Directors decided not to recommend any dividend for the year ended 31 st March 2009. 4. FUTURE OUTLOOK: There is tremendous potential for expanding the manufacturing base of Calibration/Speciality gases. There has been continuous study and research to expand the 'Speciality Gases' market share for your Company. As a part of this strategy your Company has added UHP Oxygen manufacturing facility during 2008-09. The product is an import substitute and is well received by end users and the market. There has been a further effort to add more and more of such manufacturing facilities which helps the Company to achieve rapid growth. Your Company is exploring Overseas Trading Operations in Coal and Bio-Diesel through an Investment-Company incorporated in Singapore. 5. DELISTING OF SHARE CAPITAL: As per the Securities & Exchange Board of India (Delisting of Securities) Guidelines - 2003 the Promoters of your Company opted for voluntary delisting of Share Capital and the requisite approval has been received from Bombay Stock Exchange Limited and Bangalore Stock Exchange Limited delisting the shares with effect from 06.12.2008. Consequent upon delisting of shares from the stock exchanges trading has been suspended. 6. SAP - ERP: As informed in the last year's Report your Company's operations continue to be integrated with World renowned ERP package of SAP 7. DIRECTORS: The changes in the Constitution of the Board of Directors between the last Annual General Meeting and now are summarized below: 1. Mr. R.C. Purohit who retires by rotation and being eligible; offers himself for re-appointment. 2. Mr. Arun K Thiagarajan, independent Director, consequent upon tendering his resignation ceased to be the Director with effect from 28.01.2009. 8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT GO: As required under Section 217 (i) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, wherever applicable are annexed. 9. CORPORATE GOVERNANCE: Your Company has been complying with the applicable provisions of the Companies Act, 1956 regarding Corporate Governance. 10. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the operating management confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures; b) they have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 profit of the company for that period. c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud anal other irregularities; d) they have prepared the annual accounts on a going concern basis. 11. HUMAN RESOURCES: The relationship with employees continued to be cordial throughout the year. The Directors record their appreciation of the.dedicated services employees at all levels. The details of employees covered under sub-section 2A of Section 217 of the Companies Act 1956 and Companies (Particulars of employees) Rules 1975 are furnished in Annexure. 12. SUBSIDIARY COMPANIES: Bhoruka Overseas Pte Ltd, Singapore, was incorporated only in June 2007 and the Company observes October to September as Financial Year. Therefore, the accounts have been annexed as at 30th September, 2008. However, due to variant accounting period these have not been consolidated with the accounts of your Company. 13. OBSERVATIONS OF AUDITORS: The observations of the Auditors in the Report are explained in the Notes on Accounts at Schedule 22 which are self explanatory 14. AUDITORS: At the Annual General Meeting, the members are requested to appoint Auditors and to fix their remuneration for the ensuing year. M/s. R.S. Agarwala & Company, Chartered Accountants, the present Auditors have furnished their certificate of eligibility for appointment. 15. ACKNOWLEDGMENTS: Your Directors are thankful for the co-operation and support, which the company has received from its promoters, financial institutions, bankers, suppliers, customers and most importantly the Government of Karnataka, Government of.lndia and other regulatory authorities. Your Directors gratefully acknowledge the contributions made by the employees towards the working of the Company. BY ORDER OF THE BOARD Bangalore Date: 01.08.2009 S.N. Agarwal Chairman ANNEXURE I TO DIRECTORS' REPORT ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO: Particulars as per Section 217(i)(e) of the Companies Act, 1956 forming part of the Directors' Report for the year ended March 31, 2006 A. CONSERVATION OF ENERGY: The Company has suitable systems for monitoring the consumption of electrical energy and to conserve the same wherever possible. The Energy Audit was conducted during 1991-92 following which several measures were taken which have resulted in substantial savings and improved productivity. Further, the Company has imported a power efficient State-of-art Air Separation Plant which has resulted in reduction of power consumption. B. TECHNOLOGY ABSORPTION: Research and Development: The Company has a Research and Development division, which is recognized by the Ministry of Science and Technology, Government of India. This division is constantly engaged in development of new products and technologies for indigenous manufacture of several products, which are presently being imported into the country. C. FOREIGN EXCHANGE EARNINGS/OUTGO: During the year the Company incurred an expenditure of Rs.303.01 Lakh (Previous Year Rs. 38.13 Lakh) in foreign exchange towards import of components, spares and high pure gases, repairs and traveling during the year 2008-09 and the export earnings were Rs.15.06 Lakh (Previous Year - Nil)

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