The Directors have pleasure In presenting the 52nd Annual Report and the Audited Accounts of the Company for the financialyear ended March 31, 2024
1. SUMMARY OF FINANCIAL RESULTS:(Rs in *000)
Particulars
2023-24
2022-23
Total income
71093
17072
Finance cost
4028
7262
Depreciation & amortization
5404
16642
PBT
5544
(26144)
Tax expense
1432
(1921)
PAT
4112
(24223)
Surplus- opening balance
16144
40367
Surplus- closing balance
20256
2. THE STATE OF THE COMPANY’S AFFAIRS:
During the year, the total income of the Company amounted to Rs. 711 lakhs while, in the previous year it was Rs. 170 lakhsonly.The Company during the year earned a profit of Rs. 41 lakhs whereas the Company had incurred a loss in the previous year.The Company has made a progressive attempt to cope up with all the losses and damages it had to go through the past years andwe are hoping of even better results in the future.
3. DIVIDEND:
The Board did not declare any dividend owing to loss suffered by the Company in the recent preceding years and considered itprudent to conserve the resources for the Company's growth and expansion and accordingly does not recommend payment of anydividend 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 THEFINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, suchcontrols 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, theCompany is also engaged in wind power and specialty gases and cylinders from which the Company has been making turnover.
Opportunities 4 Threats, Trends 4 Strategies:
The fundamental of the gas industry appears to be better and is growing fast because of the improvement in the steel sector. As oursales 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 ofproduction by continuously evaluating process improvements and best operational practices. Although the industrial gas Industryis categorized under white category, your Company is committed to adhere to all applicable environment regulations and improveupon 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 thecurrent year remains strong. The Company's operations are subject to risks which can impact business performance essentiallywith regard to prices of basic materials like molecular sieves, power. The management is seized of assessing such risks and takesmeasures to address the same.
Internal Control System:
The Company has adequate internal control procedures commensurate with its size and nature of business. The objective ofthese procedures is to ensure efficient use and protection of the company resources, accuracy in financial reporting and duecompliance of statutes and company policies & procedures. Checks and balances exist in the system to ensure that alltransactions 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 fromcustomers and prices of basic materials. The management assesses such risks and takes measures to address the same. TheCompany is committed to adhere to all applicable environment regulations and improve upon the environmental performance on acontinued 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 materiallyfrom those expressed or implied. Important factors that could make a difference to the Company's operation include, amongothers, economic conditions affecting demand/ supply, changes in Government regulations, tax laws and other statutes andincidental 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 2023-2024 to the BSE Ltd.During the year under review, there was no change in share capital of the Company.
49.95% of the Company's paid up Equity Shares Capital is in dematerialization form as on 31 st March, 2024 and balance 50.05% isin physical form. The Company's Registrar's and Share Transfer Agents are M/s Skyline Financial Services Pvt Ltd having theiroffice at D-153A, 1st Floor, Okhla Industrial Area Phase-1, New Delhi-110020.
8. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2023-24. 4 (four) meetings of the Board of Directors of the Company were held on 30th May,2023,11thAugust, 2023,09th November, 2023 and 12th February, 2024.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company appointed Mr. Sanjay Kumar Rai (DIN: 01587531 )as a non- executive independent director of the Company at theprevious Annual General Meeting of the Company held on 27th September, 2023 for a period of five years. The Company also re¬appointed Mr. Suresh Kumar Sharma (DIN: 00041150) as the Whole-Time Director and Mr. Himanshu Sharma (DIN: 00041181) asthe Managing Director of the Company for a further period of five years with effect from 01 st July, 2023.
The second term of Mr. Bipinbihari Lai (DIN: 01045250) as an independent director of the Company expired on 31.03.2024 and heshall not be reappointed as per section 149(11) of the Companies Act, 2013. The Company proposes to appoint Mr. Ashok Purohit(DIN: 07521029) as a non- executive independent director of the Company at the ensuing Annual General Meeting of theCompany, on the basis of the recommendation made by the Nomination and Remuneration Committee of the Board of Directors ofthe Company. The Company has received a consent in writing from Mr. Ashok Purohit to be appointed as an independent directorand a declaration under section 149 of the Act, that he meets the criteria of independence, is eligible to be appointed as anindependent director of the Company and is registered with the Independent Directors' Databank and has qualified the selfproficiency test as required under Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
Further, 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 offeredherself 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 thecriteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013.
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 2024, the applicable accountingstandards 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 estimatesthat 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,2024 and of the loss of the Company for period from 1 April 2023to 31 March 2024;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. The Directors had prepared the annual accounts forthe financial year ended 31 March 2024 on a going concern basis;
e. The Director had laid down internal financial controls to be followed by the Company and that such internal financialcontrols 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 suchsystems were adequate and operating effectively.
The Audit Committee of the Board are comprised of Mr. Himanshu Sharma, Mr. Sanjay Kumar Rai and Mr. Bipin Bihari Lai (till31.03.2024). Mr.Ashok Purohit shall also beamember, if appointed.
Mr Himanshu Sharma is an Executive Director/Managing Director and Mr. Bipin Bihari Lai and Mr. Sanjay Kumar Rai beingIndependent Directors. All the recommendations made by the Audit Committee were accepted by the Board.
During the Financial Year 2023-24,4 (four) meetings of the Audit Committee of the Board of Directors were held on30thMay, 2023,11 August, 2023,09 November, 2023 and 12 February, 2024.
The Nomination and Remuneration Committee of the Board are comprised of Mrs. Jaya Sharma, Mr. Sanjay Kumar Rai and Mr.Bipin Bihari Lai (till 31.03.2024). Mr.Ashok Purohit shall also beamember, if appointed.
Mrs Jaya Sharma is a non-executive Director and Mr. Bipin Bihari Lai and Mr. Sanjay Kumar Rai being Independent Directors.During the Financial Year 2023-24,1 (One) meeting of the Nomination and Remuneration Committee of the Board of Directors washeld on 30thMay, 2023.
The Stakeholder Relationship Committee of the Board are comprised of Mrs. Jaya Sharma, Mr. Sanjay Kumar Rai and Mr. BipinBihari Lai (till 31.03.2024). Mr. Ashok Purohit shall also be a member, if appointed.
Mrs Jaya Sharma being a non-executive Director and Mr. Bipin Bihari Lai and Mr. Sanjay Kumar Rai being Independent Directors.During the Financial Year 2023-24,1 (One) meeting of the Stakeholder Relationship Committee of the Board of Directors were heldon 30thMay, 2023.
In pursuant to Section 177(9) of the Act, 2013 and Rules made there under, the Company has in place a policy on vigil mechanismfor enabling the directors and employees of the Company to report their genuine concerns, if any and also provides for adequatesafeguards against victimization of persons using the mechanism.
The Company has put in place a Nomination and Remuneration Policy framed by the Nomination and Remuneration Committee ofthe Board, pursuant to Section 178(3) and other applicable provisions of the Companies Act, 2013. The policy determines thequalifications, positive attributes and independence of the Directors. The policy also deals with the remuneration forthe 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 motivatedirectors 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 theCompany is disclosed in the websiteoftheCompanywww.globalbol.com.
At the Fiftieth AGM held on 20th September 2022the Members approved appointment of Chaturvedi & Co., Chartered Accountants(Firm Registration No. 302137E) as the Statutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the Annual General Meeting of your Company to be held in year 2027 inrecommendation of the Audit committee of the Board of Directors of the Company.
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 Auditorshave not reported any incident of fraud including frauds under section 143(12) of the Companies Act, 2013, during the year underreview to the Audit Committee of your Company.
Mr. Manoj Prasad Shaw, Practicing Company Secretary (FCS: 4194) resigned as the Secretarial Auditor of the Company due to hispre-occupancy and prior commitments. The Board of Directors have appointed M/s Rekha Goenka & Associates (PracticingCompany Secretaries) to conduct Secretarial Audit for the financial year 2023-24. The Secretanal Audit Report for the financialyear ended March 31,2024 is annexed herewith marked as 'Annexure T to this Report. The qualifications made by the SecretarialAuditor have been noted by the Board and it assures of better compliance in the future.
The Company during the year sold a part of its assets on a slump sale basis to Phoenix Equipment Corporation, a New Jerseycorporation with its office at 130 Maple Avenue, Unit 4A, Red Bank, NJ 07701, USA, for a FOB consideration of Eight HundredSixty-Nine Thousand Two Hundred US Dollars (USS 869,200), pursuant to the approval of its members obtained by way of specialresolution through postal balloton 14.04.2023, in compliance to the provisions of Sections 180(1 )(a), 108 and 110 of theCompanies Act, 2013, read with the Companies (Management and Administration) Rules, 2014.
No material changes took place afterthe end of the Financial year.
The information required under section 134 of the Companies Act, 2013, is provided in 'Annexure II' to this Report.
The Company has not developed or implemented any Corporate Social Responsibility initiatives as the said provisions are notapplicable to the Company as per section 135 of the Companies Act, 2013.
With reference to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has developed a riskmanagement plan of the Company and had identified the key risk areas where the Company's business is vulnerable. The key riskareas 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 redressthe impact of the adversities.
Pursuant to the provisions of the Companies Act, 2013 ("the Act”), the Board carried out the performance evaluation of its own andthat of its Individual Directors through the Nomination and Remuneration Committee of the Board ('the Committee"), dulyconstituted 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 linewith 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 meetingsThe Committee found the Directors to be fulfiling the above criterions.
The Board also conducted the performance evaluation of its various Committees, based on references made to the Committees, interms of the Act and found the performance to be satisfactory.
The Audit Committee reviews all the Related Party Transactions, to ensure that the same are in line with the provisions of law andpolicy. The committee approves the Related Party Transactions and all the contracts / arrangements / transactions entered by theCompany during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Duringthe year, the Company had not entered into any contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related party transactions.
The details of the related party transactions are given in the Notes to the financial statements.
The Annual Retum(s) are available at the website of the Company at http://globalbol.com/oxygen/annual-reports.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are givenin the notesto the Financial Statements.
The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 isenclosed with this report as 'Annexure III'. The Company has not paid any remuneration attracting the provisions of Rule 5(2) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to beappended to this report in this regard.
The Company maintains a website www.globalbol.com where detailed information of the Company and its businessis provided.
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:As detailedunder the heading 'Directors and Key Managerial Personnel'
d) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including theproficiency) of the independent directors appointed during the year: Mr. Bipinbihari Lai, independent director, wasassociated with the Company for more than 20 years and was an expert in his fields with a vast experience. Further hewas also exempted from giving the online proficiency self-assessment test required under section 150(1) of theCompanies Act, 2013.Mr. Sanjay Kumar Rai was appointed as an independent director of the Company at the previousAnnual General Meeting who has a vast experience of more than 25 years Secretarial, Finance, Legal and StatutoryCompliance across Real Estate, Iron & Steel. Hospital & Media Companies. Mr. Rai is registered with the IndependentDirectors' Databank and has duly qualified the online proficiency self-assessment test required under section 150(1) ofthe Companies Act. 2013. It is proposed to appoint Mr. Ashok Purohitas an independent director of the Company to til inthe vacancy caused due to cessation of Mr. Bipinbihari Lai on 31.03.2024.
e) Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or AssociateCompanies during the year- NIL
f) Details relating to deposits: There were no deposits covered under Chapter V of the Act, accepted, unpaid orunclaimed as at the end of the year. There is no default in repayment of deposits or payment of interest thereon. Therehas 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 query from the BSE Ltd fornon- submission of Related Party Transaction in XBRL Mode under Regulation 23(9) the SEBI (LODR) Regulations, forthe Period ended March 31,2023, to which the Company replied with reasons that the said regulation was not applicableto the Company. Further, the Company also received a notice to rectify its financial result for the year ended March, 2023as it was not signed by the chairperson or managing director, or a wholetime director or In the absence of all, otherauthorized director. The Company immediately uploaded the rectified financial results and replied the BSE Ltd withreasons thereof.
h) Adequacy of Internal Financial Control: The Company has an adequate system of internal control procedure ascommensurate with the size and nature of business, which ensures that all assets are safeguarded and protectedagainst loss and all transactions are recorded and reported correctly. The internal control system of the Company ismonitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee ofthe Board of Directors. The observations and comments of the Audit Committee are placed before the Board forreference.
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 bythe 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 CompaniesAct, 2013: Maintenance of cost records as specified by the Central Government under section 148(1) of the CompaniesAct, 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 theconstitution 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 (31of 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 thevaluation 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 Centraland State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefullyacknowledge 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
S K SHARMA
Place: Kolkata Chairman
Date: 30.05.2024 (DIN: 00041150)