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EQUITY - MARKET SCREENER

Bhagawati Oxygen Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
509449
INE026I01010
29.2883117
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
7.87
11.49
EPS(TTM)
Face Value()
Div & Yield %
6.32
10
0
 

As on: Apr 30, 2024 01:52 PM

Dear Shareholders,

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

1. SUMMARY OF FINANCIAL RESULTS:

(Rs)

Particulars 2021-2022 2020-21
Total income 1,67,35,917.00 87,04,185.00
Finance cost 69,71,524.00 52,70,700.00
Depreciation & amortization 1,78,88,506.00 1,84,18,243.00
PBT (3,00,27,394.00) (3,25,35,522.00)
Tax expense (18,38,520.00) (14,98,660.00)
PAT (2,81,88,874.00) (3,10,36,862.00)
Surplus- opening balance 6,53,36,216.00 9,63,73,078.00
Surplus- closing balance 4,03,67,110.00 6,53,36,216.00

2. THE STATE OF THE COMPANY’S AFFAIRS:

During the year under review the Company has shown a little progress as sales and other income has increased. The revenue from operations during the year amounted to Rs. 1,07,06,390 whereas in the previous year it amounted to Rs. 39,58,201. The total income has also increased from Rs. 87,04,185 in the previous year to Rs. 1,67,35,917 during the financial year 2021-22. Even though the Company has incurred loss during this financial year also, the amount of loss after providing for financial charges, depreciation, current and deferred taxation and other adjustments, has decreased to Rs. 2,81,88,874 than Rs. 3,10,36,862 in the previous year. The Company is striving its best to cope up with all the losses and damages it had to go through the past years due to Covid-19 pandemic and we are hoping of better results in the future.

3. DIVIDEND:

The Board did not declare any dividend owing to loss suffered by the Company and considered it prudent to conserve the resources for the Company's growth and expansion and accordingly does not recommend payment of any dividend on the equity 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 the year.

5. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable or material 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 oxygen gas on exclusive supply scheme basis. However, the Company is also engaged in wind power and 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 of the improvement in the steel sector. As our sales are tied up some strategies adopted by your 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 to reduce the cost of production by continuously evaluating process improvements and best operational practices. Although the industrial gas industry is categorized under white category, your Company is committed to adhere to all applicable environment regulations and improve upon the environmental performance on a continued basis.

Outlook:

The encouraging growth on both production and sales in this year is likely to be sustained in the future years also. Outlook for the current year remains strong. The Company's operations are subject to risks which can impact business performance essentially with regard to prices of basic materials like molecular sieves, power. The management 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 and nature of business. The objective of these procedures is to ensure efficient use and protection of the company resources, accuracy in financial reporting and due compliance of statutes and company policies & procedures. Checks and balances exist in the system to ensure that all transactions are adequately authorized and reported correctly.

Risks & Concerns:

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

Human Resources Development:

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

Cautionary Statement:

Statement in the Management Discussion and Analysis describing the Company's position and expectation may be "forward looking statements" within the meaning of applicable securities laws & regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operation include, among others, economic conditions affecting demand/ supply, changes 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 listing fees 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 as on 31st March, 2022 and balance 50.93% is in physical form. The Company's Registrar's and Share Transfer Agents are M/s Skyline Financial Services Pvt Ltd having their office at D-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 the Company were held on 30th July, 2021, 12th August, 2021, 12th November, 2021 and 10th February, 2022.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

10. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013:

The Independent Directors of the Company have given the Declaration of Independence to the Company stating that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31 March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2022 and of the loss of the Company for period from 1 April 2021 to 31 March 2022;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 March 2022 on a going concern basis;

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

f. The Directors had devised proper systems to ensure compliance with the provisions of all 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 Bihari Lal and Mr. Jagdish Chandra Kaushik, with Mr Himanshu Sharma as a Executive Director/Managing Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik as Independent Directors. All the recommendations made by the Audit Committee were accepted by the Board.

During the Financial Year 2021-22, 4 (four) meetings of the Audit Committee of the Board of Directors were held on 30th July, 2021, 12 August, 2021, 12 November, 2021 and 10 February, 2022.

13. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board are comprised of Mrs. Jaya Sharma, Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik. Mrs Jaya Sharma being a non-executive Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik being Independent Directors. During the Financial Year 2021-22, 1 (One) meetings of the Nomination and Remuneration Committee of the Board of Directors were held on 30th July, 2021.

14. STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee of the Board are comprised of Mrs. Jaya Sharma, Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik. Mrs Jaya Sharma being a non-executive Director and Mr. Bipin Bihari Lal and Mr. Jagdish Chandra Kaushik being Independent Directors.

During the Financial Year 2021-22, 1 (One) meeting of the Stakeholder Relationship Committee 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 Company has in place a policy on vigil mechanism for enabling the directors and employees of the Company to report their genuine concerns, if any and also provides for adequate safeguards against victimization of persons using the mechanism.

16. NOMINATION AND REMUNERATION POLICY:

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

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

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

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

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

17. AUDITORS AND AUDITORS REPORT:

At the Forty Fifth AGM held on 25TH September 2017 the Members approved appointment of Chetan & Co, Chartered Accountants (Firm Registration No. 321151E) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Annual General Meeting of your Company to be held in year 2022. Accordingly, his period of office shall conclude at the ensuing Annual General Meeting. The Audit committee of the Board of Directors of the Company has recommended to appoint M/s Chaturvedi & Co. (FRN: 302137E), Chartered Accountants, as the statutory auditor 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 of the 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. , being eligible, as the statutory auditor of the Company from the conclusion of the 50th Annual General Meeting till the conclusion of the 55th Annual General Meeting, subject to approval of the members at the ensuing Annual General Meeting. The matter shall be placed at 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 are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer. Further, the Statutory Auditors have not reported any incident of fraud including frauds under section 143(12) of the Companies Act, 2013, during the year under review to the Audit Committee of your 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 Report for the financial year ended March 31, 2022 is annexed herewith marked as 'Annexure -I' to this Report. The qualifications made by the secretarial auditor have been noted by the Board 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 position have occurred between the end of the financial year of the Company and date of this report.

20. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 Responsibility initiatives as the said provisions are not applicable to the Company as per section 135 of the Companies Act, 2013.

22. RISK MANAGEMENT POLICY:

With reference to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has developed a risk management plan of the Company and had identified the key risk areas where the Company's business is vulnerable. The key risk areas are further 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 are continuously 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, ITS DIRECTORS, AND THAT OF ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, 2013 ("the Act"), the Board carried out the performance evaluation of its own and that of its Individual Directors through 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 above, based on the following criterions, in line with the Nomination and Remuneration Policy of the 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 The Committee found the Directors to be fulfilling the above criterions.

The Board also conducted the performance evaluation of its various Committees, based on references made to the Committees, in terms of the Act and found the performance to be satisfactory.

24. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

The Audit Committee reviews all the Related Party Transactions, to ensure that the same are in line with the provisions of law and policy. The committee approves the Related Party Transactions and all the contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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

25. EXTRACT OF ANNUAL RETURN:

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

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 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 & Remuneration of Managerial Personnel) Rules, 2014 is enclosed with this report as 'Annexure III'. The Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information 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 the Company 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 of Financial Results'

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

c) Details of Directors or Key Managerial Personnel, who were appointed or resigned during the year:

Directors/KMP Appointed: NIL Directors/KMP resigned: NIL

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

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

f) Details relating to deposits: There were no deposits covered under Chapter V of the Act, accepted, unpaid or unclaimed as at the end of the year. There is no default in repayment of deposits or payment of interest thereon. There has not been any deposit, which 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 of Regulation 33(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for not filing the financial results for the quarter and year ended March, 2021 before 30th June, 2021. The Company had requested the BSE Ltd for a grant of time to file the same and had completed the filing within the requested time. Despite filing the financial statements within the requested time, the BSE Ltd had levied a penalty of Rupees One Lakh Seventy One Thousand One Hundred (Rs. 1,71,100) on the Company, which the Company had to pay.

h) Adequacy of Internal Financial Control: The Company has an adequate system of internal control procedure as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly. The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board for reference.

The scope of internal audit includes audit of purchase facilities, sales promotion expenditure and incentive scheme, debtors and creditors policy, inventory policy, VAT, CENVAT and GST matters and others, which are also considered by the Statutory Auditors while conducting audit of the annual financial statements.

i) maintenance of cost records as specified by the Central Government under section 148(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 accounts and records are not maintained.

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

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

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

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

30. ACKNOWLEDGEMENT:

The Board would like to express its sincere appreciation for the valuable support and co-operation received from various Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefully acknowledge the support extended by the customers and shareholders and contribution made by 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)