Bhagawati Oxygen Ltd Directors Report

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 COMPANYS 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys paid up Equity Shares Capital is in dematerialization form as on 31 st March, 2024 and balance 50.05% is in physical form. The Companys Registrars 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. DIRECTORSRESPONSIBILITY 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 Auditors 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 Companys 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 arms 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 Companys 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)