Govind Poy Oxygen Ltd.
|BSE: 509586||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE00ZH01011|
|BSE 05:30 | 01 Jan||Govind Poy Oxygen Ltd|
|NSE 05:30 | 01 Jan||Govind Poy Oxygen Ltd|
|BSE: 509586||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE00ZH01011|
|BSE 05:30 | 01 Jan||Govind Poy Oxygen Ltd|
|NSE 05:30 | 01 Jan||Govind Poy Oxygen Ltd|
During the year under report the turnover of your Company has decreased from Rs.823.92 lakhs in the previous year to Rs. 768.21 lakhs in the current financial year.Resulting decrease in sales turnover by Rs 55.71 lakhs and it has effected onprofitability of the company on account of lockdown from 23rd March 2020 due toPandemic COVID 19.
The COVID-19 outbreak and containment measures towards the end of the year hassignificantly impacted our financial results. Company's plant being covered underessential services was functioning though not at full strength resulting in reduced salesduring the last quarter ended March 2020 and affecting the profitability. Though thethings were improving in the first quarter of Fiscal 2020-21 we anticipate overall effectof COVID-19 will have a significant impact on our financial performance in the ensuingyear. Your Company is committed towards safety of its employees and all others associatedwith the Company. Strict measures relating to safety against COVID-19 as issued byGovernment are implemented at Company s office and plant.
Change(s) in the nature of business if any:
During the year under report there has been no change in the nature of business of theCompany.
Your Directors recommend a dividend of Rs. 0.50 per share.
Transfer of unclaimed dividend to Investor Education and Protection Fund:
During the upcoming financial year of 2019-20 an amount of Rs. 46406.25 ps unclaimeddividend for the Financial Year 2012-13 is due to be transferred to the Investor Educationand Protection Fund on September
Details of Unclaimed Dividend for the previous seven financial years is uploaded on theCompany s website: www.govindpoy.com.
Changes in Share Capital:
During the year under review there has been no change in the Share Capital of theCompany.
Management Discussion and Analysis Report:
A detailed analysis of Company s performance is discussed in the Management Discussion& Analysis Report attached as Annexure I.
Annual Evaluation of the Board:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board is in the process of conductingAnnual Performance Evaluation of its own performance its committees and the directorsindividually.
Directors Responsibility Statement:
Pursuant to the provisions of Section 134 of the Companies Act 2013(including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) theDirectors of the Company confirm that: a) in the preparation of the annual accounts forthe financial year ended 31st March 2020 the applicable Accounting Standardsand Schedule III of the Companies Act 2013 have been followed and there are no materialdepartures from the same;
b) the Directors have 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 at the end of the financial year as at 31stMarch2020 and of the Profit and Loss of the Company for the financial year ended 31stMarch 2020;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the accounts have been prepared on a going concern basis ; and
e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively
Directors and Key Managerial Personnel:
During the year Ms. Shruti Subhash Nilekani resigned from the designation of CompanySecretary of the Company with effect from 31st July 2019 and Mr. RakeshRupchand Kankariya was appointed as the Company Secretary with effect from 1stAugust 2019.
Shri Ashok P.Panvelkar and Smt. Binita S. Poy Raiturcar retire by rotation at theensuing Annual General Meeting and are eligible for re-appointment.
Declaration given by Independent Directors:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
During the year under review the Independent Directors meeting was held in accordancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Extract of Annual Return as Per Section 92 (3):
The Annual Return of the Company in Form MGT-7 for the year 2019-20 is available on theCompany s website which can be at.
At the 47th Annual General Meeting (AGM) held on 31st August2019 the Members approved appointment of M/s Sudha Suresh Pai & Associates (FirmRegistration No. 118006W) as Statutory Auditors of the Company to hold office for a periodof Four years from the conclusion of that AGM till the conclusion of the fifty First AGMsubject to ratification of their appointment by Members at every AGM if so required underthe Act. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by the Statutory Auditor.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mrs. Shilpa Keshav Dhulapkar (Company Secretary in Practice) to undertakethe Secretarial Audit of the Company for the year ended 31st March 2020. TheSecretarial Audit Report in Form MR-3 is annexed as Annexure II.
Risk Management Policy:
The Board of Directors of your Company is in the process of framing a policy on RiskManagement of the Company.
Internal Financial Controls:
The Company has an in place Internal Financial Control System to monitor the financialoperations of the Company and the Internal Financial Control System is reviewedperiodically and has been adequate for the purpose of controlling the internal financialcontrol functions of the Company.
Conservation of energy technology absorption foreign exchange earnings and outgo:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
Conservation of energy and Technology Absorption:
The Management of the Company continues its focus on energy conservation. Continuousmonitoring of fuel consumption and the monitoring optimization of electrical energyconsumption in all activities are being done. The Company is also making efforts toacquire improved technology
Foreign exchange earnings and outgo:
During the year under report there are no foreign exchange earnings or outgo of foreignexchange.
Particulars of loans guarantees or investments under section186:
Particulars of investments held by the Company during the year under report aredisclosed in Note 5 of the Financial Statements.
The Company did not give any loans or guarantees under section 186 during the yearunder report.
None of the Company s employees were in receipt of remuneration in excess of the limitsprescribed under Section 197 of the Companies Act 2013 read with theCompanies(Appointment and Remuneration of Personnel ) Rules 2014.
As the paid up share capital of the Company is less than Rs.10 crores and networth isless than Rs. 25 Crores the compliance with the Corporate Governance provisions specifiedin SEBI (LODR) Regulations are not applicable to the entity.
Particulars of contracts or arrangements with related parties:
All related party transactions done by the Company during the financial year were atarm s length basis and in the ordinary course of business. All related party transactionswere placed in the meetings of the Board of Directors for their necessary review andapproval.
During the financial year your company has not entered into any material transaction(as per clause 49 of the Listing Agreement) with any of its related parties that may havepotential conflict with the interest of the Company at large. Accordingly the disclosurerequired under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is notapplicable.
Disclosures pursuant to the Accounting Standards on the related party transactions havebeen made in the notes to the Financial Statements.
Significant and Material Orders Passed by the Regulators or Courts:
During the year of review there was no significant and material orders passed by theRegulators or Court or Tribunal which can impact the going concern status of the Companyand its operations in future.
Your Directors place on record their gratitude to the Government of Goa FinancialInstitutions Banks Statutory Bodies Valued Customers and all Stakeholders of theCompany for their continued assistance support co-operation and encouragement extendedto the Company. Further your Directors appreciate the excellent contributions made by theemployees of the Company at all levels.
Management Discussion and Analysis Report
The Board of Directors is pleased to present the Management Discussion and AnalysisReport based on the current Government Policies and the Market Conditions.
Industry structure and developments
The Company is categorized as a Small Company as per the MSME Act 2006 and operates inStates in and around the State of Goa for the supply and manufacture of Industrial &Medical Gases. There has been no significant change or effect of the industry or anydevelopments in the industry on the operations of the Company within the previousfinancial year however the Company hopes to maintain an optimistic outlook toward thefuture.
Segment wise or Product-wise performance
The Company operates in only one segment i.e. the manufacture of Industrial &Medical Gases and the primary products manufactured by the Company are Medical Oxygen andIndustrial Gases such as Oxygen Nitrogen Dissolved Acetylene & Argon. Theperformance of the Company in this segment has been found to be satisfactory.
The Company s plant situated at Arlem Salcete Goa is equipped with latest technologyand offers high quality products. The plant has all infrastructure facilities and is wellconnected with State highway. The Company manufactures (a) Industrial gases viz. OxygenNitrogen Dissolved Acetylene and Argon and its related grades and (b) Medical Oxygen. TheCompany caters to various industries and hospitals in entire Goa and neighboring states ofMaharashtra and Karnataka.
In order to provide better service to its customers Company also has depot at Kolhapurthat caters to our customers in Maharashtra.
Risks and concerns
The Company faces risks in the market due to competitive prices and increase incompetition from other entities in its market segment. Although the Company has put in itsbest efforts to combat such risks this still remains a major concern for the Company. TheCompany also faces risks which are common in the industry like high costs fortransportation safety in the production process and transportation of products and timelyrecovery of dues from its customers.
The Company has an optimistic outlook for the future performance of the company due toincreasing government incentives for the industry and SME s in particular. The Companyaspires to provide quality products at fair prices to have a steady and sustainable rateof growth over the years.
Internal control systems and their adequacy
The Company s internal control system over its operation has found to be adequate forthe scale and size of its operations. The management in consultation with the auditcommittee of its board of directors regularly reviews the adequacy and effectiveness ofthe internal control systems and undertakes improvements wherever necessary.
Discussion on financial performance with respect to operational performance
The operational revenue of the company during the year was of Rs. 756.48 lakhs whichis lower in comparison to the previous year.
The Operational Highlights of the Company are given below it is recommended that thesame is read with the Financial Statements the schedules and the notes thereto.
Material developments in Human Resources / Industrial Relations front including numberof people employed
The Company s relations with its employees across all the Company s units were cordialduring the year under review and the company employed 3 (Three) persons during thefinancial year.
Safety Health and Environment
The Company gives utmost importance to safety health and environment related issues.The employees are continuously educated and trained to improve their awareness and skills.All safety statutory requirements are being complied with. Requirements of environmentalacts and regulations are also complied with.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2020
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
GOVIND POY OXYGEN LIMITED CIN: L40200GA1972PLC000144 FABRICA DE GAS CARBONICO N.H. 17NUVEM SALCETE GOA 403604
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GOVIND POY OXYGEN LIMITED(hereinafter called the company) for the financial year ended 31st March 2020.Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the GOVIND POY OXYGEN LIMITED books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March2020 (hereinafter called the Audit Period ) complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by GOVIND POY OXYGEN LIMITED ( the Company ) for the financial yearended on 31st March 2020 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 framedthereunder;
(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; (not applicable as there was no reportable events duringthe financial 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 2015;
(c) Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018; (not applicable as there was no reportable events duringthe financial year under review)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (not applicable as there was no reportable events during the financialyear 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;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (not applicable as there was no reportable events during the financialyear under review) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations2018 notified on 11th September 2018; (not applicable as there was noreportable events during the financial year under review)
(i) Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
(vi) The Management has identified and confirmed the following laws as specificallyapplicable to the Company:
1. The Air (Prevention and Control of Pollution) Act 1981 2. The Environment(Protection) Act 1986 3. The Water (Prevention and Control of Pollution) Act 1974 4. TheFactories Act 1948
5. The Employees Provident Funds and Miscellaneous Provisions Act 1952 6. EmployeesState Insurance Act 1948 7. The Payment of Gratuity Act 1972 8. Maternity Benefit Act1961 9. The Minimum Wages Act 1948 10. The Payment of Wages Act 1936 11. Explosives Act1884 12. The Petroleum Act 1934 13. Drugs and Cosmetics Act 1940 14. The Legal MetrologyAct 2009 15. Income Tax Act 1961
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India;
(ii) SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 and theListing Agreements entered into by the Company with the Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1. During the year there was delay in furnishing outcome of board meeting held on12/02/2020 after 30 minutes but within 24 hours of conclusion of board meeting as requiredunder SEBI (LODR) Regulations 2015
2 It is observed that the Company s shares are suspended for trading by Bombay StockExchange since Financial Year 2001-02 on account of failure of the company to filequarterly financial results. However company has updated the pending filing but on accountof non-payment of listing fees to Bombay Stock Exchange for Financial Year 2014-15 to2018-19 suspension for trading is still carried on.
3. Dematerialisation of Securities of the Company is in process as required underRegulation 40 (1) of SEBI ( Listing Obligations and Disclosure Requirements ) (FourthAmendment) Regulations 2018
4. Company is in the process of renewing license for storage of raw material underExplosive Act 1884.
5. The Company has received show cause notice under section 124(7) of the CompaniesAct 2013 read with Rule 6 of Investor Education & Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 Rules from the Deputy Director &Inspector of IEPF Authority for non filing of IEPF-4 whereby the Company replied tofulfill compliance after dematerialization of the shares of the Company.
I further report that compliance of applicable financial laws including Direct andIndirect Tax laws by the Company has not been reviewed in this Audit since the same hasbeen subject to review by the Statutory Auditors and other designated professionals.
I further report that The Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.During the year there was no change in the composition of the Board of Directors.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views are capturedand recorded as part of the minutes.
I 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.
I further report that during the audit period there was no instances of: (i)Public/Right/Preferential issue of shares / debentures/sweat equity etc. (ii) Redemption/ buy-back of securities.
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013. (iv) Merger / amalgamation / reconstruction etc. (v) Foreign technicalcollaborations.
This Report is to be read with our letter of even date which is annexed as Annexure IIand forms an integral part of this report.