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 LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5680.50
PREVIOUS CLOSE 5410.00
VOLUME 5
52-Week high 6615.00
52-Week low 5410.00
P/E 12.60
Mkt Cap.(Rs cr) 85.21
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 6615.00
52-Week low 5410.00
P/E 12.60
Mkt Cap.(Rs cr) 85.21
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 55th ANNUAL REPORT together with theAudited Accounts for the year ended 31st March 2016.

FINANCIAL RESULTS :

For the year ended 31st March 2016 For the year ended 31st March 2015
(Rs. in '000) (Rs. in '000)
Profit before depreciation and tax 24800 139868
Provision for depreciation 29596 25782
Profit/(Loss) before tax (4796) 114086
Current Tax 1800 19200
Deferred tax (10409) 17926
Appropriations :
Transferred General Reserve 2008 75205
Proposed Dividend 1500 1500
Tax on Dividend 305 255

PERFORMANCE :

The 130 TPD tonnage plant at Kalwe has worked satisfactorily but is still not utilizedto its full capacity due to less demand of our captive customer M/s. Mukand Limited. ThePlants at other locations are working satisfactorily but with less demand from our liquidcustomers. During the year under review sales were Rs. 175529042/- as against Rs.172929027/- for the previous year. Profit before Depreciation and Tax during the yearis Rs. 24800132/- as against Rs. 139869378/- in the previous year.

DIVIDEND :

Your Directors recommend payment of a dividend of Rs. 10/- (Previous year Rs. 10/-) perequity share. The proposed dividend if approved at the Annual General Meeting willabsorb Rs. 1805364/- including Dividend Distribution Tax (Previous years Rs.1754925/-)

DIRECTORS :

Your Director Mr. Shyam M. 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. confirming the compliance of the conditions of Corporate Governance is annexedwith 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 toimmense pressure on margins and future development plan of the Company.

(ii) Opportunities Threats Risks and Concerns :

Due to inadequate growth in the gas consuming industries the demand of gases isadversely affected. The cost of production and logistics costs have been continuallyincreasing with no corresponding increase in the sale price thus affecting ourprofitability.

(iii) Segment-wise product-wise performance :

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

(iv) Outlook :

The manufacturing sector of the national economy is although slowly picking up but thedemand of gases still continue to be sluggish. It is therefore difficult to forecast thedemand of gases. We are continuing to explore markets such as pharmaceuticals refineriesglass food process chemical etc. we are also trying to increase our presence in healthcare 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 theCompany's business and takes appropriate decisions to ensure that the Company's interestand that of the stakeholders is protected. The Company has an inbuilt system of internalchecks and controls. The Audit Committee of the Board of Directors reviews the InternalControls and matters connected there-with.

(vi) Financial and Operational performance :

For the year ended 31st March 2016 For the year ended 31st March 2015
(Rs. in '000) ( Rs. in '000)
Sales 175529 172929
Other Income 94008 261291
Profit before depreciation and tax 24800 139868
Depreciation 29596 25782
Taxes (8609) 37126
Profit after depreciation and taxes 3813 76960

(vii) Material developments in Human Resources/Industry relations front includingnumber of people employed : The Company continues to give utmost importance to HumanResources 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 allapplicable accounting standards have been followed; (ii) that the Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the working of the Companyfor the year; (iii) that the Directors have taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) that the Directors have prepared the annual accounts on a goingconcern basis; (v) that proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively; (vi) that systems toensure compliance with the provisions of all applicable laws were in place adequate andoperating effectively.

MEETINGS :

During the year six 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 :

M/s. S G C O & Co. Chartered Accountants having Registration No. 112081WStatutory Auditors of the Company retire at the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment. They have confirmed their eligibility undersection 141 of the Companies Act 2013. The auditors have also confirmed that they hold avalid Certificate issued by the Peer Review Board of the Institutes of CharteredAccountants of India.

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".

SUPREME COURT ORDER IN RESPECT OF 75001 EQUITY SHARES :

As a result of the Order of the Supreme Court dated 19th April 2016 the legal rightsacquired by Messer Griesheim GmbH (MGG) in 45001 shares purchased from Ruias should revertto the Ruias. Similarly 30000 shares acquired by MGG from public pursuant to the TakeoverCode of Securities & Exchange Board of India (SEBI) should also be registered infavour of the Ruias. If either Goyal Gases Ltd. or Messer Holdings Ltd. has any claim overthose shares such a claim must be made and established by them in accordance with lawviz. in suit No. 2410 of dated 23rd April 2008 in the Bombay High Court and not in suitsfiled by Ruias.

RELATED PARTY TRANSACTIONS :

There were no material transactions with any of the related parties during the yearunder review.

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 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".

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 Managerial 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 HARASSMENT 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 with theCompany 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 9th May 2016 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 vacuum lines liquidpumping 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 : The130 TPD Tonnage plant at Kalwe imported continued to work satisfactorily during the yearproducing gaseous and liquid oxygen nitrogen and argon. The other plants in the Companyare indigenous producing/ filling oxygen and nitrogen in gaseous form.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO :

Rs. in '000
Total Foreign Exchange earned NIL
Total Foreign Exchange used NIL

ANNEXURE ‘B' TO THE DIRECTORS' REPORT

SECRETARIAL AUDIT REPORT

Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the CompaniesAppointment and Remuneration Personnel Rules 2014]

To the Members Bombay Oxygen Corporation Limited

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good Corporate practices by Bombay Oxygen CorporationLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the Corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company books papers minute books forms and returnsfiled and other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit we hereby report that in our opinion the Company has during the auditperiod covering the financial year ended on 31st March 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter : We have examined the books papers minute books forms and returnsfiled and other records maintained by the Company for the financial year ended on 31stMarch 2016 according to the provisions of :

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA') and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;Not applicable as the Company's Shares are not demated.

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; No such transaction during the year under review.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act') :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; No such transaction during the year under review.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; No such transaction during the yearunder review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; No such transaction during the year under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

The Company has in house Share Transfer Department and has not appointed Registrar andShare Transfer Agent.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; No such transaction during the year under review.

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; No such transaction during the year under review.

(vi) Laws applicable to the industry to which the Company belongs as identified by theManagement is given in the enclosed Annexure ‘B'.

We have also examined compliance with the applicable clauses of the following :

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with the Stock Exchange(s)where the securities of the Company is Listed and Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015 (w.e.f. 1st December2015); the Company has complied with the various applicable provisions of ListingAgreements/Listing Regulations.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofNon-Executive Independent Directors. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliancewith the provisions of the Act. Adequate notice is given to all Directors to schedule theBoard Meetings. Agenda and detailed notes on agenda were sent at least seven days inadvance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting. Majority decisions are carried through while the dissenting members' viewsare captured and recorded as part of the minutes.

We further report as under :

1. The Company's shares are not demated.

2. The Company is having an In-house Share Department which takes care of mattersrelated to Share Transfer Transmission and other related shareholders issues on day to daybasis.

3. As a result of the Order of the Supreme Court dated 19th April 2016 the legalrights acquired by Messer Griesheim GmbH (MGG) in 45001 shares purchased from Ruias shouldrevert to the Ruias. Similarly 30000 shares acquired by MGG from public pursuant to theTakeover Code of Securities & Exchange Board of India (SEBI) should also be registeredin favour of the Ruias. If either Goyal Gases Ltd. or Messer Holdings Ltd. has any claimover those shares such a claim must be made and established by them in accordance withlaw viz. in suit No. 2410 of dated 23rd April 2008 in the Bombay High Court and not insuits filed by Ruias.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. This Report is to be read withour letter of even date which is annexed as Annexure ‘A' and forms an integral partof this Report.

For SANJAY DHOLAKIA & ASSOCIATES

SANJAY R DHOLAKIA

Practising Company Secretary

Proprietor

Membership No. FCS 2655/CP No. 1798

Mumbai 9th May 2016

ANNEXURE — A To the Members Bombay Oxygen Corporation Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial record. Theverification was done on test basis to ensure that the correct facts are reflected insecretarial records. We believe that the practices and processes we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we obtained management representation about the compliance oflaws rules regulations norms and standards and happening of events.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations norms and standards is the responsibility of management. Our examination waslimited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For SANJAY DHOLAKIA & ASSOCIATES

SANJAY R DHOLAKIA

Practising Company Secretary

Proprietor

Membership No. 2655/CP No. 1798

Mumbai 9th May 2016

ANNEXURE — B

Laws applicable to the Industry :
1. Explosives Act 1884 and Explosives Rules 2008 16. Employees State Insurance Act1948
2. Gas Cylinder Rules 2004 17. Equal Remuneration Act1976
3. Static and Mobile pressure vessels (unfired) Rules 1981 18. Factories Act1948
4. Drugs and Cosmetic Acts 1940 and Rules thereunder 19. The Employees' Provident Fund and Miscellaneous Act 1952
5. Environment (Protection) Act 1986 and Rules 20. The Payment of Gratuity Act 1972
6. Drug (Price Control) Order 2013 21. The Payment of Wages Act 1936
7. The Central Excise Act1944 22. The Minimum Wages Act 1948
8. The Income Tax Act 1961 23. The Employees Compensation Act1923
9. The Customs Act1962 24. The Payment of Bonus Act 1965
10. The Central Sales Tax Act1956 25. The Maternity Benefit Act1961
11. Service Tax Rules 1994 26. The Indian Electricity Rules 1956
12. Information Technology Act 2000 27. The Standard Weight and Measurement
13. The Bombay Shops and Establishment Act 1948 Act 1976
14. Maharashtra State Tax on Professions Trades Callings and Employment Act1975 28. The Public Liability Insurance Act1991
15. Maharashtra Value Added Tax Act 2002 and Rules. 29. The Hazardous Material Transport Act (HMT) Act 1975

For SANJAY DHOLAKIA & ASSOCIATES

SANJAY R DHOLAKIA

Practising Company Secretary

Proprietor

Membership No. 2655/CP No. 1798

Mumbai 9th May 2016

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard