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Bhagawati Oxygen Ltd.

BSE: 509449 Sector: Industrials
NSE: N.A. ISIN Code: INE026I01010
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NSE 05:30 | 01 Jan Bhagawati Oxygen Ltd
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VOLUME 30
52-Week high 14.70
52-Week low 5.44
P/E 5.99
Mkt Cap.(Rs cr) 2
Buy Price 9.50
Buy Qty 1000.00
Sell Price 10.00
Sell Qty 25.00
OPEN 10.00
CLOSE 10.00
VOLUME 30
52-Week high 14.70
52-Week low 5.44
P/E 5.99
Mkt Cap.(Rs cr) 2
Buy Price 9.50
Buy Qty 1000.00
Sell Price 10.00
Sell Qty 25.00

Bhagawati Oxygen Ltd. (BHAGAWATIOXYGEN) - Director Report

Company director report

Dear Shareholders

The Directors' have pleasure in presenting the 47th Annual Report and the AuditedAccounts of the Company for the financial year ended March 31 2019.

1. SUMMARY OF FINANCIAL RESULTS:

(Rs)

Particulars 2018-19 2017-18
Total income 82938689 99317601
PBDIT 16820899 30943134
Finance cost 8246586 6748442
Depreciation & amortization 18569858 18595400
PBT (9995545) 5599292
Tax expense (373777) 1512469
PAT (9621768) 4086823
Surplus- opening balance 106618835 102532012
Surplus- closing balance 96997067 106618835

2. OPERATION:

During the year under review the sales and other income of the Company amounted to Rs82938689 compared to Rs. 99317601 in the previous year. After providing forfinancial charges depreciation current and deferred taxation and other adjustments theCompany reported loss after tax and extraordinary item of Rs. (9621768).

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. TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to the general reserves during theyear

5. 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 reportable ormaterial weakness in the design or operation was observed.

6. MANAGEMENT DISCUSSION & ANALYSIS:

Industry Structure and Development:

Your industry is primarily a "gas manufacturing industry" supplyingoxygen gas on exclusive supply scheme basis. The Company is also making wind power andsupplying to TNEB Tamil Nadu.

Opportunities & Threats Trends & Strategies:

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 toreduce the cost of production by continuously evaluating process improvements and bestoperational practices. Although the industrial gas industry is categorized under whitecategory your Company is committed to adhere to all applicable environment regulationsand improve upon the environmental performance on a continued basis.

Outlook:

The encouraging growth on both production and sales in previous years is likely to besustained in current year also. Outlook for the current year remains strong. The Company'soperations are subject to risks which can impact business performance essentially withregard to prices of basic materials like molecular sieves power. The management is seizedof assessing such risks and takes measures to address the same.

Internal Control System :

The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the company resources accuracy in financial reporting and due compliance ofstatutes and company policies & procedures. Checks and balances exist in the system toensure that all transactions are adequately authorized and reported correctly.

Human Resources Development:

The Company appreciates that human assets constitute the driving force behind thecompany's growth plans. The Company has during the previous year continued to have goodindustrial relations with its employees. Your Company would like to record thewhole-hearted support and dedication received from the employees at all levels.

Cautionary Statement :

Statement in the Management Discussion and Analysis describing the Company's positionand expectation may be "forward looking statements" within the meaning ofapplicable securities laws & regulations. Actual results could differ materially fromthose expressed or implied. Important factors that could make a difference to theCompany's operation include among others economic conditions affecting demand/ supplychanges in Government regulations tax laws and other statutes and incidental factors.

7. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the annual listing fees for the year 2018-2019 toBSE where the Company's shares are listed.

8. DEMATERIALIZATION OF SHARES:

48.44% of the Company's paid up Equity Shares Capital is in dematerialization form ason 31st March 2019 and balance 51.56% 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 1st Floor Okhla Industrial Area Phase-I New Delhi-110020.

9. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2018-19 5 (five) meetings of the Board of Directors of theCompany were held on 30th May 2018 28th June 2018 10th August 2018 10th November 2018and 04th February 2019.

The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr Suresh Kumar Sharma (DIN: 00041150) director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

Shri Jagdish Chandra Kaushik (DIN 01045425) and Shri Bipin Bihari Lal (DIN 01045250)was appointed as independent directors at the 42nd Annual General Meeting (AGM) held onSeptember 3 2014 for a period of five years. Based on the recommendation of theNomination and Remuneration Committee their re-appointment for a second term of fiveyears is proposed at the ensuing AGM for the approval of the members by way of specialresolution.

Declaration under section 149 of the Companies Act 2013:

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

11. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors confirm that: a. In the preparation of the annual accounts for the financialyear ended 31 March 2019 the applicable accounting standards had been followed along withproper explanation relating to material departures if any;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 March 2019 and of the loss ofthe Company for period from 1 April 2018 to 31 March 2019;

c. 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;

d. The Directors had prepared the annual accounts for the financial year ended 31 March2019 on a going concern basis;

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

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

12. 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. The details of Nomination andRemuneration Policy of the Company are disclosed in Annexure A of the Report.

13. AUDIT COMMITTEE:

The Audit Committee of the Board are comprised of Mr. Himanshu Sharma Mr. Bipin BihariLal and Mr. Jagdish Chandra Kaushik with Mr Himanshu Sharma as a ExecutiveDirector/Managing Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik asIndependent Directors. All the recommendations made by the Audit Committee were acceptedby the Board.

During the Financial Year 2018-19 4 (four) meetings of the Audit Committee of theBoard of Directors were held 30th May 2018 10th August 2018 10th November 2018 and 04thFebruary 2019.

14. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board are comprised of Mrs. JayaSharma Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik. Mrs Jaya Sharma being anon-executive Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik beingIndependent Directors.

During the Financial Year 2018-19 3 (Three) meetings of the Nomination andRemuneration Committee of the Board of Directors were held on 30th May 2018 28th June2018 and 04th February 2019.

15. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Board are comprised of Mrs. Jaya SharmaMr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik. Mrs Jaya Sharma being anon-executive Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik beingIndependent Directors.

During the Financial Year 2018-19 1 (One) meeting of the Stakeholder RelationshipCommittee of the Board of Directors were held on 30th May 2018.

16. AUDITORS AND AUDITORS REPORT:

At the Forty Fifth AGM held on 25TH September 2017 the Members approved appointment ofChetan & Co Chartered Accountants (Firm Registration No. 321151E) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthat AGM till the conclusion of the Annual General Meeting of your Company to be held inyear 2022 subject to ratification of their appointment by members at every AGM if sorequired under the Act. The requirement to place the matter relating to appointment ofauditors for ratification by members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolution is beingproposed for ratification of appointment of statutory auditors at the ensuing AGM and anote in respect of same has been included in the Notice for this AGM. The Notes onFinancial Statement referred to in the Auditor's Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark or disclaimer. Further the Statutory Auditors have notreported any incident of fraud during the year under review to the Audit Committee of yourCompany.

17. SECRETARIAL AUDITOR:

The Board has appointed Mr. Manoj Prasad Shaw Practising Company Secretary (FCS 4194)to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportfor the financial year ended March 31 2019 is annexed herewith marked as Annexure B tothis Report. The Secretarial Audit Report has pointed out an observation regarding 100%dematerialization of shares of the Listed Entities as per Regulation 31(2) of ListingRegulations.

The Company is under the process of updation of dematerialization of all the shares asper the requirement of SEBI.

18. 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.

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

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

20. 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.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

22. 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.

23. 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 Act") the Boardcarried out the performance evaluation of its own and that of its Individual Directorsthrough the Nomination and Remuneration Committee of the Board ('the Committee")duly constituted by the Board for the above purpose amongst others in terms of the Act.

During the year under review the Committee made the performance evaluation as abovebased on the following criterions 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 Committeefound 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.

24. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

The Audit Committee reviews all the Related Party Transactions to ensure that the sameare in line with the provisions of law and policy. The committee approves the RelatedParty Transactions 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 No. 38 to the financial statement which sets out relatedparty disclosures.

25. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as on the financial year ended on March 31 2019 in FormNo. MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules 2014 is set out as an Annexure-Dto the Directors' Report.

26. 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

27. SHARE CAPITAL:

During the year under review there was no change in share capital of the Company.

28. 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 E. TheCompany 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.

29. CORPORATE WEBSITE:

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

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

a) Financial summary or highlights: As detailed under the heading 'Summary of FinancialResults'

b) Change in the nature of business if any: None

c) Details of Directors or Key Managerial Personnel who were appointed or resignedduring the year:

Directors/KMP Appointed : NIL

Directors/KMP resigned : NIL

d) Names of Companies which have become or ceased to be Subsidiaries Joint VentureCompanies or Associate Companies during the year- NIL

e) Details relating to deposits: There were no fixed deposits from the publicoutstanding of the Company at the end of the financial year. No fixed deposit has beenaccepted during the year and as such there is no default in repayment of the saiddeposits. There has not been any deposit which is not in compliance with the requirementsof Chapter V of the Companies Act 2013.

f) Details of Significant and Material Orders passed by the regulators / Courts /Tribunals impacting the going concern status and your Company's operations in future: Nosignificant and material orders have been passed by any regulator(s) or Court(s) orTribunal(s) impacting the going concern's status and Company's operations in future.

g) Adequacy of Internal Financial Control: The Company has an adequate system ofinternal control procedure as commensurate with the size and nature of business whichensures that all assets are safeguarded and protected against loss and all transactionsare recorded and reported correctly. The internal control system of the Company ismonitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are placed before the Board for reference.

The scope of internal audit includes audit of purchase facilities sales promotionexpenditure and incentive scheme debtors and creditors policy inventory policy vatcenvat and gst matters and others which are also considered by the Statutory Auditorswhile conducting audit of the annual financial statements.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. The Directors are pleased 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.

32. 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
Place : Kolkata Chairman
Date : 30/05/2019 (DIN: 00041150)