Dear Shareholders,
The Directors have pleasure In presenting the 52nd Annual Report and the Audited
Accounts of the Company for the financial year 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 |
16144 |
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 lakhs only.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 and we 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 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 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 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
wholehearted 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 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% 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, 1 st Floor, Okhla Industrial Area Phase-I, 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, 11 thAugust, 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 the previous Annual General Meeting of the Company
held on 27th September, 2023 for a period of five years. The Company also reappointed Mr.
Suresh Kumar Sharma (DIN: 00041150) as the Whole-Time Director and Mr. Himanshu Sharma
(DIN: 00041181) as the 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 he shall 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 the Company, on the basis of the recommendation made by the Nomination
and Remuneration Committee of the Board of Directors of the Company. The Company has
received a consent in writing from Mr. Ashok Purohit to be appointed as an independent
director and a declaration under section 149 of the Act, that he meets the criteria of
independence, is eligible to be appointed as an independent director of the Company and is
registered with the Independent Directors' Databank and has qualified the self proficiency
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 offered herself for
re-appointment
10. DECLARATION UNDER SECTION 149 OF THECOMPANIES 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
2024, 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, 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 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 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 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. Sanjay Kumar
Rai and Mr. Bipin Bihari Lai (till 31.03.2024). 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 being Independent 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, HAugust, 2023,09 November, 2023 and 12 February,
2024.
13. NOMINATION AND REMUNERATION COMMITTEE
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 was held on
30thMay, 2023.
14. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship 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 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 held on 30thMay,
2023.
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 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 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
websiteoftheCompanywww.globalbol.com.
17. AUDITORS AND AUDITORS REPORT:
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 the
conclusion of that AGM till the conclusion of the Annual General Meeting of your Company
to be held in year 2027 in recommendation 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 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:
Mr. Manoj Prasad Shaw, Practicing Company Secretary (FCS: 4194) resigned as the
Secretarial Auditor of the Company due to his pre-occupancy and prior commitments. The
Board of Directors have appointed M/s Rekha Goenka & Associates (Practicing Company
Secretaries) to conduct Secretarial Audit for the financial year 2023-24. The Secretarial
Audit Report for the financial year ended March 31,2024 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:
The Company during the year sold a part of its assets on a slump sale basis to Phoenix
Equipment Corporation, a New Jersey corporation with its office at 130 Maple Avenue, Unit
4A, Red Bank, NJ 07701, USA, for a FOB consideration of Eight Hundred Sixty-Nine Thousand
Two Hundred US Dollars (USS 869,200), pursuant to the approval of its members obtained by
way of special resolution through postal balloton 14.04.2023, in compliance to the
provisions of Sections 180(1 )(a), 108 and 110 of the Companies Act, 2013, read with the
Companies (Management and Administration) Rules, 2014.
No material changes took place afterthe end of the Financial year.
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 fulfiling 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 the Notes to the financial
statements.
25. EXTRACT OF ANNUAL RETURN
The Annual Retum(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 notesto 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 businessis 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:As detailed under the heading 'Directors and Key Managerial Personnel'
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: Mr. Bipinbihari Lai, independent director, was associated with the Company for more
than 20 years and was an expert in his fields with a vast experience. Further he was also
exempted from giving the online proficiency self-assessment test required under section
150(1) of the Companies Act, 2013 Mr. Sanjay Kumar Rai was appointed as an independent
director of the Company at the previous Annual General Meeting who has a vast experience
of more than 25 years Secretarial, Finance, Legal and Statutory Compliance across Real
Estate, Iron & Steel. Hospital & Media Companies. Mr. Rai is registered with the
Independent Directors' Databank and has duly qualified the online proficiency
self-assessment test required under section 150(1) of the Companies Act. 2013. It is
proposed to appoint Mr. Ashok Purohitas an independent director of the Company to fil in
the 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 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 query from the BSE Ltd for non- submission of Related Party
Transaction in XBRL Mode under Regulation 23(9) the SEBI (LODR) Regulations, for the
Period ended March 31,2023, to which the Company replied with reasons that the said
regulation was not applicable to the Company. Further, the Company also received a notice
to rectify its financial result for the year ended March, 2023 as It was not signed by the
chairperson or managing director, or a wholetime director or In the absence of all, other
authorized director. The Company immediately uploaded the rectified financial results and
replied the BSE Ltd with reasons thereof.
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 |
|
S K SHARMA |
| Place: Kolkata |
Chairman |
| Date: 30.05.2024 |
(DIN: 00041150) |
