The Directors have pleasure in presenting the 46th Annual Report and the AuditedAccounts of the Company for the financial year ended March 31. 2018
1. SUMMARY OF FINANCIAL RESULTS: (Rs)
|Particulars ||2017-18 ||2016-17 |
|Total income ||10.0076403 ||116259206 |
|PBDIT ||30943134 ||21117322 |
|Finance cost ||6748442 ||1806751 |
|Depreciation & amortization ||18595400 ||4176301 |
|P8T ||5599292 ||15134270 |
|Tax expense ||1512469 ||4938293 |
|PAT ||4086823 ||10195977 |
|Surplus- opening balance ||102532012 ||92336035 |
|Surplus- closing balance ||106618835 ||102532012 |
During the year under review the sales and other income of the Company amounted to Rs100076403 compared to Rs 116259206 m the previous year After providing for financialcharges depreciation current and deferred taxation and other adjustments the Companyreported profit after tax and extraordinary item of Rs 4086823.
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" supplying oxygengas from Ghatsila plant on exclusive supply scheme basis. The Company is also making windpower and supplying 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 ia) 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.
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 the Company'soperation include among others economic conditions affecting demand/ supply changes mGovernment 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 2017-2018 toBSE where the Company's shares are listed
8. DEMATERIALIZATION OF SHARES: _
4019% of the Company's paid up Equity Shares Capital is in demateriaiization form ason 31st March. 2018 and balance 59.81% 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 2017 18. 4 (four) meetings of the Board of Directors of theCompany were held on 18th May 2017 12th September 2017 nth December 2017 and 08th February2018
10. 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 forreappointment
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 March 2018the 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. 2018 and of the orofit ofthe Company for period from 1 April 2017 to 31 March 2018;
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 March2018 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 is comprised of Mr Himanshu Sharma. Mr Bipin BihariLai and Mr Jagdish Chandra Kaushik with Mr Himanshu Sharma as a executiveDirector/Managing Director and Mr Bipin Bihari La! and Mr Jagdish Chandra Kaushik asIndependent Directors All the recommendations made by the Audit Committee were accepted bythe Board.
During the Financial Year 2017-18 4 (four) meetings of the Audit Committee of theBoard of Directors were held 18th May 2017 12th September 2017 mh December 2017 and 08thFebruary 2018
14. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Board are comprised of Mrs. JayaSharma. Mr. Bipin Bihari Lai and Mr Jagdish Chandra Kaushik Mrs Jaya Sharma being anon-executive Director and Mr. Bipin Bihan La! and Mr Jagdish Chandra Kaushik bemqindependent Directors
During the Financial Year 2017-18. 1 (One) meeting of the Nomination and RemunerationCommittee of the Board of Directors were held on '8th May 201~
15. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship committee of the Board are comprised of Mrs Jaya SharmaMr Bipin Bihari Lai and Mr Jagdish Chandra Kaushik Mrs Jaya Sharma being a non-executiveDirector and Mr Bipin Bihari Lai and Mr Jagdish Chandra Kaushik being IndependentDirectors
During the Financial Year 2017-18 1 (One) meeting of the Stakeholder Relationshipcommittee of the Board of Directors were held on 18th May 2017
16. AUDITORS AND AUDITORS REPORT:
At the 45th Annual General Meeting (AGM) of your Company held on September 25 2017Chetan & Co Chartered Accountants. (Firm Registration No 321151E) were appointed asStatutory Auditors of your Company to hold Office for a Term of 5(Five) years from theconclusion of 45th AGM (subject to ratification of such appointment by the members atevery AGM) till the conclusion of the 50th AGM of your Company Accordingly theappointment of Chetan & Co Chartered Accountants. (Firm Registration No 32H51E). asStatutory Auditors of your Company is placed for ratification by the members.
Your Company has received a confirmation from Chetan & Co Chartered Accountants tothis effect that their appointment if ratified would be within the limits prescribedunder section 13S of the Companies Act. 2013 and the rules framed there under and inaccordance with section 141 of the Companies Act 2013 They have also confirmed that theyhold a valid peer review certificate as prescribed under regulation 33(1 )(d) of SEBIListing Regulations. 2015
The Audit Committee and the Board of Directors of your Company recommend ratificationof their appointment from the conclusion of this AGM upto the conclusion of the 47th AGMof your Company The Auditors' Report does not contain any qualification reservation oradverse remark or disclaimer. Further the Statutory Auditors have not reported anyincident of fraud during me year under review to the Audit Committee of your Company
17. SECRETARIAL AUDITOR:
The Board has appointed Mr Manoj Prasad Shaw. Practising Company Secretary (FCS 4194)to conduct Secretarial Audit for the financial year 2017-18 The Secretarial Audit Reportfor the financial year ended March 312018 is annexed herewith marked as Artnexure 8 *cthis Report The Secretarial Audit Report does not contain any qualification resen.'ationor adverse remark
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 requireo under section 134 of the Companies Act 2013 is provided in'Annexure C' to this Report.
20. VIGIL MECHANISM:
In pursuant tc- 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 bv the Board for the above purpose amongst others in terms of the Act.
During the vear under review the Committee made the performance evaluationas above based on the following criterions in line with the Nomination and RemunerationPolicy
- Attendance and participation in the meetings:
- Preparedness for the meetings.
- Understanding of the Company and the external environment m which it operates and
- Constructive contribution to issues and active participation at meetings TheCommittee found the Directors to be fulfilling the above critenons
The Board also conducted the performance evaluation of its vanous 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 Related PartyTransactions none of the transactions approved in the financial year breached arm s lengthand 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 / arrangementtransaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions
Your Directors draw attention of the members to Note No 40 to the financial statementwhich sets out related party disclosures
25. EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as on the financial year ended on March 31 2018 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 Section 186of 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 been accepted during the year and as such there is no default inrepayment of the said deposits There has not been any deposit which is not in compliancewith the requirements of 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:
No significant 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 comments ofthe 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 Statuton/ 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 there anycomplaints relating thereto which required any disposal thereof
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 30/05/2018 ||(DIN. 00041150) |