MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Development: Your Industry is primarily a "Gas Manufacturing Industry" supplying oxygen gas from Ghatsila plant on exclusive supply scheme basis. The Company is also making wind power and supplying to TNEB, Tamil Nadu.

Outlook, Opportunities. Threats & Concerns, Environment, Health and Safety : The encouraging growth on both production and sales in last years is likely to be sustained in current year 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 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. Your Company is committed to adhere to all appli­cable environment regulations and improve upon the environmental and health concenrns on a continued basis.

Human Resources Development: The Company apbrciates that hu­man assets constitute the driving force behind the Company's growth plans. The Company has. during the brvious 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.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE where the Company's shares are listed. The Company applied for delisting from DSE which is pending DSE has been deregistered by SEBI.

 DEMATERIALIZATION OF SHARES

38.34% of the Company's paid up Equity Share Capital is in dematerial-ization form as on 31st March 2015 and balance 61.66% 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.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 5 times during the financial year from 1st April 2014 to 31st March 2015 on 30 May 2014. 12 August 2014, 12 November 2014, 10 February 2015 and 31 March 2015.

DIRECTORS AND KEY MANAGEMENT PERSONNEL

Mr. B B Lai, and Mr. J C Kaushik Directors of the Company have been appointed as the Independent Directors of the Company to hold office from the date of 42nd Annual General Meeting held on 3rd September 2014 for 5 consecutive years and the Company has received declarations from them that they meet the criteria of Independence as brscribed under Section 149(6) of the Companies Act, 2013. Smt. Jaya Sharma was appointed as woman director in terms of requirement of Section 149 of the Companies Act 2013 as additional director with effect from 31st March 2015 and she will cease to hold office in the said capacity at the ensuing Annual General Meeting (AGM). Mr. Sukanta Bhattacharjee was appointed as Chief Financial Officer of the Company with effect from 1st June 2014. Miss Ritu Damani was appointed as Company Secretary of the Company with effect from 1st June 2014.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the brparation of the annual accounts for the financial year ended 31 March 2015, 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, 2015 and of the profit of the Company for period from 1 April 2014 to 31 March 2015;

c) the Directors had taken proper and sufficient care for the mainte­nance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for brventing and detecting fraud and other irregularities;

d) the Directors had brpared the annual accounts for the financial year ended 31 March 2015 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 control 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

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 and other applicable provisions of the Compa­nies Act 2013, the Company has put in place a Nomination and Remu­neration Policy framed by the Nomination and Remuneration Commit­tee of the Board for determining the qualifications, positive attributes and Independence of the Directors, besides recommending a policy on Remuneration of the Directors and Key Managerial Personnel

AUDIT COMMITTEE

The Audit Committee of the Board is comprised of Mr. Himanshu Sharma, Mr. Bipin Bihari Lai and Mr. Jagdish Chandra Kaushik, with Mr Himanshu Sharma as a executive Director/Managing Director and Mr Bipin Bihari Lai and Mr. Jagdish Chandra Kaushik as Independent Directors All the recommendations made by the Audit Committee were accepted by the Board.

 NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board are comprised of Mrs Jaya Sharma. Mr. Bipin Bihari Lai and Mr Jagdish Chandra Kaushik. Mrs Jaya Sharma as a non-executive Director and Mr. Bipin Bihari Lai and Mr Jagdish Chandra Kaushik as Inde­pendent Directors

AUDITORS AND AUDITORS' REPORT

M/s. Chaturvedi & Company Chartered Accountants (Firm Regis­tration No. 302137E), Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. The Company has received a letter from the Statutory Auditors to the effect that their reappointment, if made at the forthcoming Annual General Meeting, would be as per the term provided under the Act and within the limits laid down by or under the authority of the Act. The notes on the financial statements referred to in the Auditors' Report are self explanatory and requires no explanation.

SECRETARIAL AUDIT

The Board has appointed Mr Manoj Prasad Shaw, Practising Com­pany Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualifica­tion, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under section 134 of the Companies Act, 2013 are provided in Annexure- B to this report.

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 to report their genuine con­cerns, if any and also provides for adequate safeguards against victimization of persons using the mechanism

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All 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. Your directors draw attention of the members to Note 28 10 to the financial statement which sets out related party disclosures.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is attached as Annexure- C.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENT

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.

SHARE CAPITAL

During the year under review there was no change in share capital of the Company.

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- D Your 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.

CORPORATE WEBSITE

The Company maintains a website www.globalbol.com  where de­tailed information of the Company and its products are provided.

DISCLOSURE UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014

Financial Summary or Highlights: As detailed under the heading 'Finan­cial Highlights'

Change in the nature of business, if any: None

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

Directors appointed Mrs Jaya Sharma (women Director)

Directors resigned None

KMPs Appointed Mr Sukanta Bhatarcharjee as CFO

Miss Ritu Damani as CS

Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year: NIL Details relating to deposits: There were no fixed deposits from the public outstanding of the Company at the end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in repayment of the said deposits. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

No significant and material orders have been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the going concern's status and Com­panies operations in future.

Adequacy of Internal Financial Control: Your 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 and Cenvat matters and others, which are also considered by the Statutory Auditors while conducting audit of the annual financial statements.

CAUTIONARY STATEMENT

This report contains forward looking statements that involve risks and uncertainties Actual results, performance or achievements could differ materially from those exbrssed or implied in such forward looking state­ments, Significant factors that could make a difference to the Company's operations include domestic and international economic conditions affect­ing demand-supply and price conditions, foreign exchange fluctuations, changes in government regulations, tax regimes and other statutes.

Acknowledgement

Your Directors would like to exbrss its sincere apbrciation for the valuable support and co-operation received from members, government authorities, banks and customers. They also thank them for the trust reposed in the Management and wish to thank all employees for their commitment and contribution.

For Bhagawati Oxygen Limited

S.K Sharma

Chairman

 (Din 00041150)

Place : Kolkata

Date : 30th May 2015