Directors Report of Govind Poy Oxygen Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 42nd Annual Report together with the Audited Statement of accounts for the Financial Year ended 31 st March, 2014.

FINANCIAL RESULTS 2013-14 2012-13 Rs. Rs.

Profit before depreciation and interest 5,567,517 2,662,071

Less: Depreciation 5,256,046 7,345,535

Interest 1,365,047 1,568,222

Profit / (Loss) before taxes and deferred tax assets / (1,053,576) (6,251,686) liabilities

Add: Prior period Income Tax Asst. Year (8,115) —

Add / (Less): Deferred Tax 911,892 3,289,618

Less: Provision for Fringe Benefit Tax —

Less: Provision for Tax -

Profit / (Loss) after Tax (149,799) (2,962,068)

Add: Balance brought forward from last year 14,734,427 18,042,845

Distributable Profit 14,584,628 15,080,777

APPROPRIATIONS

- Proposed Dividend 400,000 300,000

- Corporate Dividend Tax 67,980 46,350

- Statutory Reserve — —

- Balance carried to Balance Sheet 14,116,648 14,734,427

14,584,628 15,080,777

PERFORMANCE

During the year under report, the turnover increased to Rs. 624.53 lakhs from Rs. 566.95 lakhs in the previous year. Your Directors regret to inform that, your Company has suffered loss of Rs. 1.50 lakhs after depreciation and taxes as against loss of Rs. 29.62 lakhs in the previous year. The continued ban on mining in Goa and continued overall recession has affected company''s turnover which has further affected the profitability. Your Directors are exploring different avenues for betterment of company''s turnover.

Your Directors are making various efforts to improve the performance of the Company in situation of severe competition and are optimistic about posting better results in the ensuing year.

DIVIDEND

Your Directors recommend a dividend of Re. 1.00 per share.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 financial year and of the loss of the Company for that year;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Ashok P. Panvelkar and Smt Binita S. Poy Raiturcar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

In terms of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of upto five (5) consecutive years on the Board of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri Manohar S. Usgaonkar, Shri Sudin Manohar Usgaonkar and Shri Nitin Anant Kunkolienkar as Independent Director of your Company upto five (5) consecutive years for the term upto to the conclusion of the 47th Annual General Meeting in the calendar year 2019.

AUDITORS

M/s S. S. Dalvi & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383 A (1) of the Companies Act, 1956 is enclosed and marked as Annexure A.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Section 17(2A) of the Companies Act, 1956.

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

The management continues its focus on energy conservation. Continuous monitoring of the fuel consumption, and the monitoring optimization of electrical energy consumption in all activities are being done. The Company is making efforts to acquire improved technology at its plant. During the year there is no foreign exchange earnings but outgo is on account of import of raw material (Ref note no. 34-35).

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Goa, Financial Institutions, Banks, Statutory Auditors, and valued customers for the continued assistance, support, co-operation and encouragement they extended to the Company. Your Directors appreciate the excellent contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors (Sanjay A. Poy Raiturcar) Date : July 28, 2014 Chairman & Managing Director Place: Panaji, Goa. (DIN 00358326)

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Mar 31, 2013

The Directors are pleased to present their 41st Annual Report together with the Audited Statement of accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

2012-13 2011-12 Rs. Rs.

Profit before depreciation and interest 2,662,071 3,673,393

Less: Depreciation 7,345,535 9,158,733

Interest 1,568,222 2,077,820

Profit / (Loss) before taxes and deferred tax assets / (6,251,686) (7,563,160) liabilities

Add: Prior period Income Tax Asst. Year 272,042

Add / (Less) : Deferred Tax 3,289,618 3,571,403

Less: Provision for Fringe Benefit Tax

Less: Provision for Tax

Profit / (Loss) after Tax (2,962,068) (3,719,715)

Add: Balance brought forward from last year 18,042845 22,224,360

Distributable Profit 15,080,777 18,504,645

APPROPRIATIONS

- Proposed Dividend 300,000 400,000

- Corporate Dividend Tax 46,350 61,800

- Statutory Reserve

- Balance carried to Balance Sheet 14,734,427 1,80,42,845

15,080,777 1,85,04,645

PERFORMANCE

During the year under report, the revenue from operations decreased to Rs. 566.95 lakhs from Rs. 623.28 lakhs in the previous year. Your Directors regret to inform that, your Company has suffered loss of Rs. 29.62 lakhs after depreciation and taxes as against loss of Rs. 37.20 lakhs in the previous year on account of stiff competition from multinational and other small scale gas manufacturers. The ban on mining in Goa and continued overall recession has affected company''s turnover which has further affected the profitability. Your Directors are exploring different avenues for betterment of company''s turnover.

Your Directors are making various efforts to improve the performance of the Company in situation of severe competition and are optimistic about posting better results in the ensuing year.

DIVIDEND

Your Directors recommend a dividend of Rs 0.75 per share.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 financial year and of the loss of the Company for that year;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Sudin M. Usgaonkar and Smt Binita S. Poy Raiturcar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief particulars and expertise of these Directors have been given in the notes to the Notice of the Annual General Meeting.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under section 274(1 )(g) of the Companies Act, 1956) Rules, 2003.

AUDITORS

M/s S. S. Dalvi & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Since more than 25% of the subscribed share capital of the Company is held by Nationalised Banks, pursuant to section 224A, the appointment of Auditors is required to be made by a Special Resolution.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is enclosed and marked as Annexure A.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Section 17(2A) of the Companies Act, 1956.

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

The management continues its focus on energy conservation. Continuous monitoring of the fuel consumption, and the monitoring optimization of electrical energy consumption in all activities are being done. The Company is making efforts to acquire improved technology at its plant. During the year there is no foreign exchange earnings but outgo is on account of import of raw material (Ref note no. 34-35).

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Goa, Financial Institutions, Banks, Statutory Auditors, and valued customers for the continued assistance, support, co-operation and encouragement they extended to the Company. Your Directors appreciate the excellent contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

(Sanjay A. Poy Raiturcar)

Date : August 22, 2013 Chairman & Managing Director

Place: Panaji, Goa.

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Mar 31, 2011

The Directors are pleased to present their 39th Annual Report together with the Audited Statement of accounts for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS 2010-11 2009-10 Rs. Rs.

Profit before depreciation and interest 12,365,768 9,931,008

Less: Depreciation 11,352,684 8,134,074

Interest 1,763,605 1,464,258

Profit / (Loss) before taxes and deferred (750,521) 332,676 tax assets / liabilities

Add: Prior period Income Tax Asst. Year 158 (1,719)

Add / (Less): Deferred Tax (1,247,994) (382,095)

Less: Provision for Fringe Benefit Tax - -

Less: Provision for Tax - 275,000

Profit / (Loss) after Tax (1,998,357) (326,138)

Add: Balance brought forward from last year 24,915,417 25,960,525

Distributable Profit 22,917,060 25,634,387

APPROPRIATIONS

- Proposed Dividend 600,000 600,000

- Corporate Dividend Tax 92,700 101,970

- Statutory Reserve - 17,000

- Balance carried to Balance Sheet 22,224,360 24,915,417

22,917,060 25,634,387

PERFORMANCE

During the year under report, the revenue from operations decreased to Rs. 724.39 lakhs from Rs. 916.53 lakhs in the previous year. Your Company has suffered loss of Rs. 7.50 lakhs as against profit of Rs. 3.32 lakhs in the previous year due to decrease in turnover and on account of stiff competition in the market. The proposal for setting up new filling station at Kolhapur is in the final stages and your Directors expect to commence operations in the ensuing financial year.

Your Directors are making various efforts to improve the performance of the Company in lieu of severe competition and are optimistic about posting better results in the ensuing year.

DIVIDEND

Your Directors recommend a dividend of Rs 1.50 per share.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 fan- view of the state of affairs of the Company at the financial year and of the profit of the Company for that year;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Ashok Panvelker and Smt Binita S. Poy Raiturcar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief particulars and expertise of these Directors have been given in the notes to the Notice of the Annual General Meeting.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003.

DELISTING OF SHARES

Your Directors are considering the option to delist the shares of the Company from the Stock Exchange. Necessary decision will be taken after exploring the impact thereof on the Company and its shareholders.

AUDITORS

M/s S.S. Dalvi & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Since more than 25% of the subscribed share capital of the Company is held by Nationalised Banks, pursuant to section 224A, the appointment of Auditors is required to be made by a Special Resolution.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is enclosed and marked as Annexure A.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Section 17(2A) of the Companies Act, 1956.

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

The management continues its focus on energy conservation. Continuous monitoring of the fuel consumption, and the monitoring/optimization of electrical energy consumption in all activities are being done. The Company is making efforts to acquire improved technology at its plant. There has been neither foreign exchange earnings nor outgo during the year.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Goa, Financial Institutions, Banks, Statutory Auditors, and valued customers for the continued assistance, support, co- operation and encouragement they extended to the Company. Your Directors appreciate the excellent contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

(SANJAY A. POY RAITURCAR) CHAIRMAN & MANAGING DIRECTOR Date: May 28, 2011. Place: Panaji, Goa.

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Mar 31, 2010

The Directors are pleased to present their 38th Annual Report together with the Audited Statement of accounts for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS 2009-10 2008-09 Rs. Rs.

Profit before depreciation and interest 9,931,008 9,047,806

Less: Depreciation 8,134,074 5,864,394

Interest 1,464,258 647,303

Profit / (Loss) before taxes and deferred 332,676 2,536,109 tax assets / liabilities

Less: Prior period Income Tax Asst. Year (1,719) --

Add / (Less): Deferred Tax (382,095) (642,577)

Less: Provision for Fringe Benefit Tax -- 271,000

Less: Provision for Tax 275,000 260,000

Profit/(Loss) after Tax (326,138) 2,647,686

Add: Balance brought forward from last year 25,960,525 24,141,809

Distributable Profit 25,634,387 26,789,495

APPROPRIATIONS

- Proposed Dividend 600,000 600,000

- Corporate Dividend Tax 101,970 101,970

- Statutory Reserve 17,000 127,000

- Balance carried to Balance Sheet 24,915,417 25,960,525

25,634,387 26,789,495

PERFORMANCE

During the year under report, the revenue from operations increased to Rs. 916.53 lakhs from Rs. 822.83 lakhs in the previous year. Your Company has achieved operating profit of Rs. 3.33 lakhs as against profit of Rs. 25.36 lakhs in the previous year. The operating profit lowered as compared to previous year due to downward sale price of goods caused on account of stiff competition in the market. The proposal for setting up new filling station at Kolhapur is in the initial stages and your Directors expect to commence operations in the ensuing financial year.

Your Directors are making various efforts to improve the performance of the Company in lieu of severe competition and are optimistic about posting better results in the ensuing year.

DIVIDEND

Your Directors recommend a dividend of Rs. 1.50 per share.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that- a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 financial year and of the profit of the Company for that year;

c) 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;

d) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Shri Manohar S. Usgaonkar and Shri Nitin A. Kunkolienkar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Shri Sudin M.S. Usgaonkar was appointed as Additional Director with effect from 27th October, 2009 by the Board of Directors of the Company at its Meeting held on 30th October, 2009. Shri Sudin M.S. Usgaonkar is an Advocate by profession and has vast experience in various Laws.

Shri Sudin M.S. Usgaonkar holds office upto the date of forthcoming Annual General Meeting and the Company has received a notice from a Member proposing the candidature of Shri Sudin M.S. Usgaonkar as a Director of the Company at the forthcoming Annual General Meeting.

Brief particulars and expertise of these Directors have been given in the notes to the Notice of the Annual General Meeting.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under section 274(l)(g) of the Companies Act, 1956) Rules, 2003.

AUDITORS

M/s S.S. Dalvi & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Since more than 25% of the subscribed share capital of the Company is held by Nationalised Banks, pursuant to section 224A, the appointment of Auditors is required to be made by a Special Resolution.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 383A (1) of the Companies Act, 1956 is enclosed and marked as Annexure A.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Section 17(2A) of the Companies Act, 1956.

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

The management continues its focus on energy conservation. Continuous monitoring of the fuel consumption, and the monitoring/optimization of electrical energy consumption in all activities are being done. The Company is making efforts to acquire improved technology at its plant. There has been neither foreign exchange earnings nor outgo during the year.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Goa, Financial Institutions, Banks, Statutory Auditors, and valued customers for the continued assistance, support, co-operation and encouragement they extended to the Company. Your Directors appreciate the excellent contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

(SANJAY A. POY RAITURCAR) CHAIRMAN & MANAGING DIRECTOR

Date: August 7,2010. Place: Panaji, Goa.

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Mar 31, 2009

The Directors are pleased to present their 371 Annual Report together with the Audited Statement of accounts for the Financial Year ended 31st March, 2009.

FINANCIAL RESULTS 2008-09 2007-08 Rs. Rs.

Profit before depreciation and interest 9,047,806 25,755,537

Less: Depreciation 5,864,394 6,114,265

Interest 647,303 798,837

Profit / (Loss) before taxes and deferred 2,536,109 18,842,435 tax assets / liabilities

Add: Prior period Income Tax Asst. Year -- --

Add / (Less): Deferred Tax 642,577 (16,924)

Less: Provision for Fringe Benefit Tax 271,000 200,000

Less: Provision for Tax 260,000 2,200,000

Profit / (Loss) after Tax 2,647,686 16,425,511

Add: Balance brought forward from last year 24,141,809 9,268,268

Distributable Profit 26,789,495 25,693,779

APPROPRIATIONS

• Proposed Dividend 600,000 600,000

• Corporate Dividend Tax 101,970 101,970

• Statutory Reserve 127,000 850,000

• Balance carried to Balance Sheet 25,960,525 24,141,809

26,789,495 25,693,779

PERFORMANCE

During the year under report, the revenue from operations decreased to Rs. 822.83 lakhs from Rs. 1004.57 lakhs in the previous year due to decrease in turnover of investment. Your Company has achieved operating profit of Rs. 25.36 lakhs as against profit of Rs. 188.42 lakhs in the previous year. The proposal for setting up new filling station at Kolhapur is still in the initial stages and your Directors expect to commence operations in the ensuing financial year.

Your Directors are making various efforts to improve the performance of the Company and are optimistic about posting better results in the ensuing year.

DIVIDEND

Your Directors recommend a dividend of Rs.l .50 per share.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 financial year and of the profit of the Company for that year;

a) 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;

b) the Directors have prepared the annual accounts on a going concern basis.

DIRECTORS

Smt Binita S. Poy Raiturcar and Shri Ashok Panvelkar retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Brief particulars and expertise of these Directors have been given in the notes to the Notice of the Annual General Meeting.

All the Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under section 274(1 )(g) of the Companies Act, 1956) Rules, 2003.

AUDITORS

M/s S.S. Dalvi & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Since more than 25% of the subscribed share capital of the Company is held by Nationalised Banks, pursuant to section 224A, the appointment of Auditors is required to be made by a Special Resolution.

COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate pursuant to Section 3 83 A (1) of the Companies Act, 1956 is enclosed and marked as Annexure A.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956.

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

The management continues its focus on energy conservation. Continuous monitoring of the fuel consumption, and the monitoring/optimization of electrical energy consumption in all activities are being done. The Company is making efforts to acquire improved technology at its plant. There has been neither foreign exchange earnings nor outgo during the year.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of Goa, Financial Institutions, Banks, Statutory Auditors, and valued customers for the continued assistance, support, co-operation and encouragement they extended to the Company. Your Directors appreciate the excellent contribution made by the employees of the Company at all levels.

For and on behalf of the Board of Directors

(SANJAY A. POY RAITURCAR) CHAIRMAN & MANAGING DIRECTOR Date: July 28, 2009. Place: Panaji, Goa.