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Govind Poy Oxygen Ltd.

BSE: 509586 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Govind Poy Oxygen Ltd. (GOVINDPOYOXYG) - Director Report

Company director report

Your Directors are pleased to present their 45thAnnual Report together withthe Audited Statement of accounts for the Financial Year ended 31st March2017.

FINANCIAL RESULTS 2016-17 2015-16
Rs. Rs.
Profit/(Loss) before depreciation/interest and 6260207 6931230
Exceptional items
Less : Depreciation 2780788 2932997
Interest 203723 661474
Profit/(Loss) before Taxes and Exceptional items 3275696 3336759
Add/(Less) : Exceptional Items (300000) (2075000)
Add/(Less) : Prior period Income Tax Asst. Year (24284) (35828)
Add/(Less) : Deferred Tax (3085945) (936856)
Less: Provision for Tax (585000) (585000)
Add/(Less) : MAT Credit 585000
Profit/(Loss) after Tax (134533) (295925)
Add: Balance brought forward from last year 13560022 14337378
Distributable Profit 13425489 14041453
APPROPRIATIONS
• Proposed Dividend 400000 400000
• Corporate Dividend Tax 81431 81431
• Balance carried to Balance Sheet 12944058 13560022
13425489 14041453

Performance

During the year under report the turnover decreased to Rs. 679.98 lakhs from Rs.682.67 lakhs in the previous year. Your Directors have pleasure in reporting that duringthe year under report your company has achieved profit of Rs. 32.76 lakhs beforeprovision for diminution in the value of Non-Current Investments as against profit of Rs.33.36 lakhs in the previous year after providing depreciation and taxes. Though the ban onmining is removed the mining operation in the State has not commenced completely therebyaffecting company's turnover.

Your Directors are making various efforts to improve the performance of the Company insituation of severe competition and are optimistic about posting better results in theensuing year.

Dividend

Your Directors recommend a dividend of Re 1/- per share.

Directors' Responsibility Statement

Pursuant to section 134(3)(c) of the Companies Act 2013 your Directors based on therepresentations received from the Management confirm that:-

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same;

b) that they have in selection of the accounting policies consulted the statutoryauditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the loss of the Company for that period;

c) that to the best of their knowledge and information they have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis;

e) that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) that they have had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Directors

Shri Ashok Naik Panvelkar and Smt Binita S. Poy Raiturcar retire by rotation at theforthcoming Annual General Meeting and are eligible for re-appointment.

Corporate Governance

A separate report on Corporate Governance along with the Auditors' Certificate on itscompliance is attached as Annexure - 1 to this Report.

Auditors

(1) Statutory Auditors:

M/s S. S. Dalvi & Co. Chartered Accountants have been the Auditors of the Companysince Financial Year 2007-08 and have completed a term of ten years. Their term asauditors is up to the conclusion of the forthcoming AGM.

In accordance with the provisions of Section 139 of the Act M/s Y.N. Upadhyaya &Co. Chartered Accountants (Firm Registration No. 1111173W) are proposed to be appointedas auditors for a period of 5 years commencing from the conclusion of this AGM till theconclusion of the 50th AGM of the Company to be held in 2022 subject toratification of their appointment at every AGM if so required under the Act.

M/s Y.N. Upadhyaya & Co. have consented to their appointment as Statutory Auditorsand have confirmed that their appointment if made will be in accordance with Section 139read with Section 141 of the Act. Members are requested to approve the appointment of M/sY.N. Upadhyaya & Co. and authorize the Board of Directors to fix their remuneration.

The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditor.

(2) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Ms Shilpa Keshav Dhulapkar Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2017. The SecretarialAudit Report is annexed as Annexure - 2.

Loans Guarantees and Investments

Particulars of loans guarantees and investments made by the Company pursuant toSection 186 of the Companies Act 2013 are given in the Notes to the Financial Accounts.

Annual Performance Evaluation by Board

Pursuant to the provisions of the Companies Act 2013 and Clause 49 to the ListingAgreement the Board is in process of carrying our Annual Performance Evaluation of itsown performance the Directors individually.

Risk Management

The Board of Directors of your Company is in the process of framing a policy on RiskManagement of the Company.

Related Party Contracts & Arrangements

All related party transactions done by the Company during the financial year were atarm's length and in ordinary course of business. All related party transactions wereplaced in the meetings of the Board of Directors for their necessary review and approval.During the financial year your Company has not entered into any material transaction (asper Clause 49 of the Listing Agreement) with any of its related parties which may havepotential conflict with the interest of the Company at large. Disclosures pursuant toAccounting Standards on related party transactions have been made in the notes to theFinancial Statements.

Extract of Annual Return

Pursuant to the Section 92(3) of the Companies Act 2013 extract of the annual Returnis annexed to this report as Annexure - 3.

Particulars of Employees

None of the employees of the Company were in receipt of remuneration in excess of thelimits prescribed under Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The management continues its focus on energy conservation. Continuous monitoring of thefuel consumption and the monitoring optimization of electrical energy consumption in allactivities are being done. The Company is making efforts to acquire improved technology atits plant. During the year there are no foreign exchange earnings but outgo is on accountof import of raw material (Ref note no. 38).

Acknowledgement

Your Directors place on record their gratitude to the Government of Goa FinancialInstitutions Banks Statutory Auditors and valued customers for the continuedassistance support co-operation and encouragement they extended to the Company. YourDirectors appreciate the excellent contribution made by the employees of the Company atall levels.

For and on behalf of the Board of Directors
(Sanjay A. Poy Raiturcar)
Date : August 12 2017 Chairman & Managing Director
Place: Panaji Goa. (DIN 00358326)