You are here » Home » Companies ยป Company Overview » Bhagawati Oxygen Ltd

Bhagawati Oxygen Ltd.

BSE: 509449 Sector: Industrials
NSE: N.A. ISIN Code: INE026I01010
BSE 00:00 | 01 Feb 44.00 -0.45
(-1.01%)
OPEN

46.50

HIGH

46.50

LOW

43.15

NSE 05:30 | 01 Jan Bhagawati Oxygen Ltd
OPEN 46.50
PREVIOUS CLOSE 44.45
VOLUME 2544
52-Week high 78.40
52-Week low 34.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 46.50
CLOSE 44.45
VOLUME 2544
52-Week high 78.40
52-Week low 34.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhagawati Oxygen Ltd. (BHAGAWATIOXYGEN) - Director Report

Company director report

Dear Shareholders

The Directors have pleasure in presenting the 50th Annual Report and the AuditedAccounts of the Company for the financial year ended March 31 2022.

1. SUMMARY OF FINANCIAL RESULTS:

(Rs)

Particulars 2021-2022 2020-21
Total income 16735917.00 8704185.00
Finance cost 6971524.00 5270700.00
Depreciation & amortization 17888506.00 18418243.00
PBT (30027394.00) (32535522.00)
Tax expense (1838520.00) (1498660.00)
PAT (28188874.00) (31036862.00)
Surplus- opening balance 65336216.00 96373078.00
Surplus- closing balance 40367110.00 65336216.00

2. THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review the Company has shown a little progress as sales and otherincome has increased. The revenue from operations during the year amounted to Rs.10706390 whereas in the previous year it amounted to Rs. 3958201. The total incomehas also increased from Rs. 8704185 in the previous year to Rs. 16735917 during thefinancial year 2021-22. Even though the Company has incurred loss during this financialyear also the amount of loss after providing for financial charges depreciation currentand deferred taxation and other adjustments has decreased to Rs. 28188874 than Rs.31036862 in the previous year. The Company is striving its best to cope up with all thelosses and damages it had to go through the past years due to Covid-19 pandemic and we arehoping of better results in the future.

3. DIVIDEND:

The Board did not declare any dividend owing to loss suffered by the Company andconsidered it prudent to conserve the resources for the Company's growth and expansion andaccordingly does not recommend payment of any dividend on the equity shares for thefinancial 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" supplying oxygengas on exclusive supply scheme basis. However the Company is also engaged in wind powerand specialty gases and cylinders from which the Company has been making turnover.

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 takenadequate steps to reduce the cost of production by continuously evaluating processimprovements and best operational practices. Although the industrial gas industry iscategorized under white category your Company is committed to adhere to all applicableenvironment regulations and improve upon the environmental performance on a continuedbasis.

Outlook:

The encouraging growth on both production and sales in this year is likely to besustained in the future years also. Outlook for the current year remains strong. TheCompany's operations are subject to risks which can impact business performanceessentially with regard to prices of basic materials like molecular sieves power. Themanagement is seized of 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.

Risks & Concerns:

The Company's operations are subject to risks which can impact business performanceessentially with regard to demand from customers and prices of basic materials. Themanagement assesses such risks and takes measures to address the same. The Company iscommitted to adhere to all applicable environment regulations and improve upon theenvironmental performance on a continued basis.

Human Resources Development:

The Company appreciates that human assets constitute the driving force behind theCompany's growth plans. The Company has during the 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. SHARE CAPITAL LISTING WITH STOCK EXCHANGE AND DEMATERIALIZATION OF SHARES:

The Company is listed with the BSE Ltd and confirms that it has paid the annual listingfees for the year 2021-2022 to the BSE Ltd.

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

49.07% of the Company's paid up Equity Shares Capital is in dematerialization form ason 31st March 2022 and balance 50.93% 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.

8. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2021-22 4 (four) meetings of the Board of Directors of theCompany were held on 30th July 2021 12th August 2021 12th November 2021 and 10thFebruary 2022.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs Jaya Sharma (DIN: 07135989) director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

10. 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 financial year ended 31 March2022 the applicable accounting standards had been followed along with proper explanationrelating 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 2022 and of the loss ofthe Company for period from 1 April 2021 to 31 March 2022;

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 March2022 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. 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 2021-22 4 (four) meetings of the Audit Committee of theBoard of Directors were held on 30th July 2021 12 August 2021 12 November 2021 and 10February 2022.

13. 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 2021-22 1 (One) meetings of theNomination and Remuneration Committee of the Board of Directors were held on 30th July2021.

14. 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 2021-22 1 (One) meeting of the Stakeholder RelationshipCommittee of the Board of Directors were held on 30th July 2021.

15. 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.

16. NOMINATION AND REMUNERATION POLICY:

The Company has put in place a Nomination and Remuneration Policy framed by theNomination and Remuneration Committee of the Board pursuant to Section 178(3) and otherapplicable provisions of the Companies Act 2013. The policy determines thequalifications positive attributes and independence of the Directors. The policy alsodeals with the remuneration for the directors key managerial personnel and employees ofthe Company. The salient features of the policy are:

(a) it ensures that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully;

(b) it ensures that relationship of remuneration to performance is clear and meetsappropriate performance benchmarks; and

(c) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

There has been no change in the policy during the year. The detailed Nomination andRemuneration Policy of the Company is disclosed in the website of the Companywww.globalbol.com.

17. 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 the 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. Accordingly his period of office shall conclude at the ensuing Annual GeneralMeeting. The Audit committee of the Board of Directors of the Company has recommended toappoint M/s Chaturvedi & Co. (FRN: 302137E) Chartered Accountants as the statutoryauditor of the Company. The Company received a copy of the consent from M/s Chaturvedi& Co. to be appointed as the statutory auditor of the Company from the conclusion ofthe 50th Annual General Meeting till the conclusion of the 55th Annual General Meeting.Accordingly the Board of Directors has decided to appoint M/s Chaturvedi & Co. beingeligible as the statutory auditor of the Company from the conclusion of the 50th AnnualGeneral Meeting till the conclusion of the 55th Annual General Meeting subject toapproval of the members at the ensuing Annual General Meeting. The matter shall be placedat the Agenda of the ensuing Annual General Meeting for the approval of the members.

The Notes on Financial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark or disclaimer. Further theStatutory Auditors have not reported any incident of fraud including frauds under section143(12) of the Companies Act 2013 during the year under review to the Audit Committee ofyour Company.

18. SECRETARIAL AUDITOR:

The Board has appointed Mr. Manoj Prasad Shaw Practising Company Secretary (FCS 4194)to conduct Secretarial Audit for the financial year 202122. The Secretarial Audit Reportfor the financial year ended March 31 2022 is annexed herewith marked as 'Annexure -I' tothis Report. The qualifications made by the secretarial auditor have been noted by theBoard and it assures of better compliance in the future.

19. 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.

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

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

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has not developed or implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company as per section 135 ofthe Companies Act 2013.

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 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 ofthe Company:

- 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 TheCommittee found 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 and all the contracts / arrangements / transactions entered by theCompany during the financial year with related parties were in the ordinary course ofbusiness and on an arm's length basis. During the year the Company had not entered intoany contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

The details of the related party transactions are given in to Note No. 38 to thefinancial statements.

25. EXTRACT OF ANNUAL RETURN:

The Annual Return(s) are available at the website of the Company athttp://globalbol.com/oxygen/annual-reports

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. 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 III'. 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.

28. CORPORATE WEBSITE:

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

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

a) Financial summary or highlights: As detailed under the heading 'Summary ofFinancial Results'

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) a statement regarding opinion of the Board with regard to integrity expertise andexperience (including the proficiency) of the independent directors appointed during theyear: During the year no new independent directors were appointed. The independentdirectors already appointed in the Company are associated with the Company for about 20years or more and are experts in their fields and have a vast experience. Further they arealso exempted from giving the online proficiency self-assessment test required undersection 150(1) of the Companies Act 2013.

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

f) Details relating to deposits: There were no deposits covered under Chapter V ofthe Act accepted unpaid or unclaimed as at the end of the year. There is no default inrepayment of deposits or payment of interest thereon. There has not been any depositwhich is not in compliance with the requirements of Chapter V of the Companies Act 2013.

g) Details of Significant and Material Orders passed by the regulators / Courts /Tribunals impacting the going concern status and your Company’s operations in future:The Company had received a show cause notice from the BSE Ltd for violation ofRegulation 33(3) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 for not filing the financial results for thequarter and year ended March 2021 before 30th June 2021. The Company had requested theBSE Ltd for a grant of time to file the same and had completed the filing within therequested time. Despite filing the financial statements within the requested time the BSELtd had levied a penalty of Rupees One Lakh Seventy One Thousand One Hundred (Rs.171100) on the Company which the Company had to pay.

h) 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.

i) maintenance of cost records as specified by the Central Government under section148(1) of the Companies Act 2013:

Maintenance of cost records as specified by the Central Government under section 148(1)of the Companies Act 2013 is not required by the Company and accordingly such accountsand records are not maintained.

j) constitution of Internal Complaints Committee under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013:

The Company has complied with the provisions relating to the constitution of theInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the year neither any complaintsof sexual harassment were received by it nor were there any complaints relating theretowhich required any disposal thereof.

k) the details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year along with their status as at the endof the financial year: NIL

l) the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof: NIL

30. 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
Place: Kolkata S K SHARMA
Date: 27/05/2022 Chairman
(DIN: 00041150)

.