Bombay Oxygen Investments Ltd Directors Report.

Your Directors have pleasure in presenting the 60th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2021.

FINANCIAL RESULTS :

Continuing Operation For the year ended 31st March, 2021 For the year ended 31st March, 2020
(Rs. in lakhs) (Rs. in lakhs)
Profit/ (Loss) before depreciation and tax 6564.38 (1983.55)
Provision for depreciation 19.48 20.31
Profit/ (Loss) before tax 6544.90 (2003.86)
Current Tax 95.92 -
Deferred tax 620.28 (31.82)
Profit/ (Loss) for the year 5828.70 (1972.04)
Other Comprehensive Income for the year, net of tax 7038.92 (2759.93)
Total Comprehensive Income/(loss) for the year, net of tax 12867.62 (4731.97)

PERFORMANCE:

During the year under review, the Profit before Depreciation and Tax is 6564.38 lakhs as against Loss of 1983.55 lakhs in the previous year.

The activities of the Company comprise of investments in mutual funds, other financial instruments and listed equities in a wide range of industries. During the year, markets improved significantly giving a sharp rise in the BSE sensex index. This has resulted in good returns on the Companys investments.

NATURE OF BUSINESS :

The Company continues to be a Non-Banking Financial Institution without accepting Public Deposits.

DIVIDEND :

Your Directors recommend the payment of a dividend of 20/- (Previous year 10/-) per equity share. The proposed dividend, if approved, at the Annual General Meeting, will absorb 30.00 lakhs (Previous years 15.00 lakhs).

SHARE CAPITAL :

As on 31st March, 2021, the Authorized Share Capital of the Company stood at 3,00,00,000/- divided into 1,50,000 Equity Shares of 100/- each and 1,50,000 Unclassified Shares of 100/- each.

The Paid-up Equity Share Capital of the Company as on 31st March, 2021 stood at 1,50,00,000/- divided into 1,50,000 Equity Shares of 100/- each.

During the year under review, there has been no change in the Authorized and Paid-up Share Capital of the Company.

TRANSFER TO RESERVES :

The closing balance of the retained earnings of the Company for FY 2020-21, after all appropriation and adjustments, was 4812.99 lakhs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

• In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shyam M. Ruia (DIN 00094600), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

• During the year under review, Mr. Deepak C. Vaidya (DIN 00337276) resigned as a Non-Executive and NonIndependent Director of the Company with effect from 15th March, 2021.

• The Board of Directors at its meeting held on 31st March, 2021 had appointed Mr. Vikas Mukesh Jain (DIN 09126269) as an Additional Director (Non-Executive, Non-Independent) of the Company. In terms of the provisions of Section 161 of the Companies Act, 2013, Mr. Vikas Mukesh Jain holds the office till the date of ensuing Annual General Meeting and is eligible for appointment as a Director of the Company, liable to retire by rotation.

• The Board of Directors at its meeting held on 22nd June, 2021, subject to the approval of the Members in the ensuing Annual General Meeting, re-appointed Ms. Hema Renganathan as a Whole-Time Director of the Company for a further period of 2 (two) years i.e. from 1st July, 2021 to 30th June, 2023, on the existing terms and conditions of her employment.

• All Independent Directors have given their declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Being an Investment Company, it has no particulars to report regarding conservation of energy and technology absorption. During the year under review, the foreign exchange earnings and outgo of the Company were Nil.

CORPORATE GOVERNANCE :

A Report on the Corporate Governance along with the certificate of the Auditors M/s. S G C O & Co. LLP, confirming the compliance of the conditions of Corporate Governance, is annexed with this report.

MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Industry Structure and Developments :

The Company carries on the business as a Non-Banking Financial Institution without accepting public deposits.

(ii) Opportunities, Threats, Risks and Concerns :

NBFCs have been playing an important role in Financial System. In order to survive and grow, NBFCs have to focus on their core strengths while improving on their weaknesses. They need to be very dynamic and have to endeavor to search for new products and services in order to survive in the competitive financial market.

(iii) Segment wise product wise performance :

The Companys business activity falls within a single business segment i.e. Non-Banking Financial Services.

(iv) Outlook :

NBFCs are emerging as an alternative to mainstream banking. They are also emerging as an integral part of Indian Financial System and are contributing commendably towards the Governments agenda of financial inclusion. NBFCs in India have recorded a marked growth in recent years.

(v) Internal Control Systems and their adequacy :

The Senior Management periodically reviews factors and issues that influence the Companys business and takes appropriate decisions to ensure that the Companys interest and that of the stakeholders is protected. The Company has an inbuilt system of internal checks and controls.

The Audit Committee of the Board of Directors reviews the Internal Controls and matters connected therewith.

(vi) Financial and Operational performance :

For the year ended 31st March, 2021 For the year ended 31st March, 2020
(Rs. in lakhs) (Rs. in lakhs)
Revenue from Operations 6092.12 65.84
Other Income 678.78 421.32
Profit/ Loss before depreciation and tax 6564.38 (1983.55)
Depreciation 19.48 20.31
Taxes (Including Deferred tax) (Net) 716.20 (31.82)
Profit/ Loss after depreciation and taxes 5828.70 (1972.04)

(vii) Material developments in Human Resources/Industry relations front :

The Company continues to give due importance to Human Resources Development and keeps the relations cordial.

(viii) Impact of COVID-19 pandemic :

The COVID-19 pandemic affected activities of organizations across the economic ecosystem. The Balance Sheet of the Company has adequate liquidity to service its obligations and sustain its operations.

(ix) Cautionary Statement :

Companys projections and estimates will vary from actual results, which depend on a variety of factors over which the Company does not have any control.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards have been followed;

(ii) that the Directors have 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 at the end of the financial year and of the working of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(vi) t hat systems to ensure compliance with the provisions of all applicable laws were in place, adequate and operating effectively.

MEETINGS :

During the year six Board Meetings were held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDITORS :

M/s. S G C O & Co. LLP, Chartered Accountants, (Firm Registration no. 112081W/ W100184), were appointed as Statutory Auditors of the Company from the conclusion of the 59th Annual General Meeting held on 4th September, 2020 till the conclusion of the 61st Annual General Meeting to be held in the year 2022. They have confirmed their eligibility under Section 141 of the Companies Act, 2013. The auditors have also confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors forms part of the Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors of the Company have not reported any fraud, as specified in Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been obtained from M/s. Sanjay Dholakia & Associates - Practicing Company Secretary, for the year under review and the same is annexed herewith as "Annexure A". The Secretarial Audit Report for the financial year ended 31st March, 2021 does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India on Board and General Meetings.

MAINTENANCE OF THE COST RECORDS :

The maintenance of the cost records as prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2021, is available on the Companys website: http://www.bomoxy.com/admin/upload/Annual%20Return%20 2020-2021.pdf.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company has constituted a Corporate Social Responsibility Committee pursuant to Section 135 of the Companies Act, 2013. During the year, there is no expenditure for Corporate Social Responsibility activity as there is average net loss for the last three financial years as computed under Section 198 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS :

The Companys policy on dealing with Related Party Transactions is disclosed on the Companys website (weblink: http://www.bomoxy.com/admin/upload/Related%20Party%20Transactions%20Policy.pdf).

There were no material transactions with any of the related parties, during the year under review. The related party transactions are disclosed under Note No. 27 of the Notes to Financial Statements for the year 2020-21.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES :

Company does not have any Subsidiary, Joint Venture and Associate Companies.

INSURANCE :

The assets/ properties of the Company are adequately insured against loss due to fire, riots and other perils that are considered necessary by the management.

DEPOSITS :

During the period under review the Company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of the details relating to the deposits.

NOMINATION AND REMUNERATION COMMITTEE :

The Company has a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 for the appointment and payment of remuneration to the Directors and Key Managerial Personnel of the Company.

WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement and the policy is uploaded on the website of the Company.

RISK MANAGEMENT POLICY :

The Company has formulated a Risk Management Policy which may be viewed at http://www.bomoxy.com/admin/ upload/Risk%20Management%20Policy.pdf.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the Internal Complaints Committee constituted under the said act has confirmed that no complaint / case has been filed / pending with the Company during the year.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

The Companys internal financial control systems are commensurate with the nature, size and complexity of its business and operations. These are routinely tested and certified by the Statutory as well as Internal Auditors.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS :

The Company conducts familiarization program for the Independent Directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not given any loans or guarantees and being a Non-Banking Financial Company its investments are exempted under Section 186 (11) (b) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES :

The information in terms of provision of Section 197 (12) of Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure B".

There are no employees drawing salary as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES AND COMMITMENTS :

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Companys operations in future.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.