You are here » Home » Companies » Company Overview » Bombay Oxygen Corporation Ltd

Bombay Oxygen Corporation Ltd.

BSE: 509470 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE LIVE 10:00 | 17 Oct Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5680.50
PREVIOUS CLOSE 5410.00
VOLUME 5
52-Week high 5680.50
52-Week low 0.00
P/E 16.21
Mkt Cap.(Rs cr) 85
Buy Price 5680.50
Buy Qty 75.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5680.50
CLOSE 5410.00
VOLUME 5
52-Week high 5680.50
52-Week low 0.00
P/E 16.21
Mkt Cap.(Rs cr) 85
Buy Price 5680.50
Buy Qty 75.00
Sell Price 0.00
Sell Qty 0.00

Bombay Oxygen Corporation Ltd. (BOMBAYOXYGEN) - Director Report

Company director report

Your Directors have pleasure in submitting this 56th ANNUAL REPORT together with theAudited Accounts for the year ended 31st March 2017.

FINANCIAL RESULTS :

For the year ended 31st March 2017 For the year ended 31st March 2016
(Rs. in ‘000) (Rs. in ‘000)
Profit before depreciation and tax 68918 24800
Provision for depreciation 26998 29596
Profit / (Loss) before tax 41920 (4796)
Current Tax 8200 1800
Earlier Period Taxation (2128)
Deferred tax (3252) (10409)
Appropriations :
Transferred to General Reserve 39100 2008
Proposed Dividend 3000 1500
Tax on Dividend 611 305

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe worked satisfactorily for 9 months upto December2016 but it was not utilized to its full capacity due to less demand of M/s. MukandLimited. The Agreement with Mukand for the supply of industrial gases through pipelines toits steel plant at Kalwe was terminated by them from 1st January 2017. The Company is nowlooking into the possibility of alternative uses for the plant. During the year underreview sales were Rs. 157525552/- as against Rs. 175529042/- for the previous year.Profit before Depreciation and Tax during the year is Rs. 68918070/- as against Rs.24800132/- in the previous year.

DIVIDEND :

Your Directors recommend payment of a dividend of Rs. 20/- (Previous year Rs. 10/-) perequity share. The proposed dividend if approved at the Annual General Meeting willabsorb Rs. 3610727/- including Dividend Distribution Tax (Previous years Rs.1805364/-)

DIRECTORS :

Your Director Mr. Amay S. Ruia retires this year by rotation in accordance with theArticles of Association of the Company but being eligible offers himself forre-appointment. All Independent Directors have given declarations that they meet thecriteria 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 2013read 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 LLP. confirming the compliance of the conditions of Corporate Governance isannexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Industry Structure and developments :

A substantial excess capacity of industrial gases continued to exist during the year.Due to lower demand most of the large tonnage plants are underutilized. This has led toimmense pressure on margins and future development plan of the Company. (ii)Opportunities Threats Risks and Concerns : Due to inadequate growth in the gas consumingindustries the demand of gases is adversely effected. The cost of production andlogistics costs have been continually increasing with no corresponding increase in thesale price thus affecting our profitability. (iii) Segment wise product wise performance :The Company is primarily engaged in the manufacturing and sale of industrial gases vizOxygen Nitrogen. (iv) Outlook : The manufacturing sector of the national economy isalthough slowly picking up but the demand of gases still continue to be sluggish. It istherefore difficult to forecast the performance of our Company. (v) Internal ControlSystems and their adequacy : The Senior Management periodically reviews factors and issuesthat influence the Company's business and takes appropriate decisions to ensure that theCompany's interest and that of the stakeholders is protected. The Company has an inbuiltsystem of internal checks and controls. The Audit Committee of the Board of Directorsreviews the Internal Controls and matters connected therewith. (vi) Financial andOperational performance :

For the year ended 31st March 2017 For the year ended 31st March 2016
(Rs. in ‘000) (Rs. in ‘000)
Sales 157525 175529
Other Income 108923 94008
Profit before depreciation and tax 69818 24800
Depreciation 26998 29596
Taxes 2820 (8609)
Profit after depreciation and taxes 39100 3813

(vii) Material developments in Human Resources/Industry relations front includingnumber of people employed : The Company continues to give utmost importance toHuman Resources Development and keeps relations normal. (viii) Cautionary Statement :Company's projections and estimates will vary from actual results which depend on avariety 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 theCompanies Act 2013 and declare :

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

(ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the working of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

(v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; (vi) that systems to ensurecompliance with the provisions of all applicable laws were in place adequate andoperating effectively.

MEETINGS :

During the year five Board Meetings were held the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

AUDITORS :

The Shareholders of the Company in their 55th Annual General Meeting held on 15thJune 2016 had accorded their approval pursuant to the provisions of Section 139 141 andother applicable provisions of the Companies Act 2013 and rules made thereunder toappoint 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 theconclusion of the 55th Annual General Meeting until the conclusion of the 58th AnnualGeneral Meeting. The Board of Directors of the Company has pursuant to provisions ofSection 139 recommended ratification of the appointment of Messer S G C O & Co. LLPChartered Accountants for the approval of the Shareholders from the conclusion of thismeeting 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 beenobtained from M/s. Sanjay Dholakia & Associates – Practicing Company Secretaryfor the year under review and the same is annexed herewith as "Annexure B".

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT 9 are annexedherewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company has constituted a Corporate Social Responsibility Committee pursuant toSection 135 of the Companies Act 2013. Report on Corporate Social Responsibility isannexed herewith as "Annexure D".

RELATED PARTY TRANSACTIONS :

All related party transactions that were entered into during the financial year were atarm's length and in the ordinary course of business.

All Related Party Transaction were placed before the Audit Committee for approval.

The policy on Related Party Transactions as recommended by the Audit Committee and asapproved by the Board is uploaded on the Company's Website www.bomoxy.com

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) ofthe Companies Act 2013 for the appointment and payment of remuneration to the Directorsand Key Personnel of the Company.

WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to deal with instances of fraud andmismanagement and the policy is uploaded on the website of the Company.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint / case has been filed / pending withthe Company during the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROL :

The Company's internal financial control systems are commensurate with the naturesize and complexity of its business and operations. These are routinely tested andcertified by Statutory as well as Internal Auditors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

The Company conducts familiarization program of the independent directors as detailedin 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 ListingRegulations the Board has carried out annual performance evaluation of its ownperformance the Directors individually as well the evaluation of the working of its AuditCommittee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders' Relationship Committee. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

On behalf of the Board
S. M. RUIA
Mumbai 17th May 2017 Chairman

ANNEXURE ‘A' TO THE DIRECTORS' REPORT

A. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

1. CONSERVATION OF ENERGY :

(a) The Company has taken measures for conservation of energy by regular maintenance ofall plants. (b) The Company has made adequate arrangements for installation of vacuumlines liquid pumping system capacitors UPS and other energy efficient equipments.

(c) The measures like monitoring of power consumption power factor and regularmaintenance of all systems have kept power cost under control. (d) Energy conservation inrespect of Specified Industries: Not Applicable.

2. TECHNOLOGY ABSORPTION :

RESEARCH & DEVELOPMENT

The Company continues to lay emphasis on Research & Development.

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION AND BENEFITS DERIVED THEREFROM : Theplants in the Company are indigenous producing/filling oxygen and nitrogen in gaseousform. The 130 TPD Tonnage plant at Kalwe imported has been producing gases and liquidoxygen nitrogen and argon.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Rs. in ‘000
Total Foreign Exchange earned NIL
Total Foreign Exchange used 317