The Directors have pleasure in submitting this 51st ANNUAL REPORT
 together with the Audited Accounts for the year ended 31st March, 2012.
 
 
 FINANCIAL RESULTS :
 
                                            For the year   For the year
                                            ended 31st     ended 31st
                                            March, 2012    March, 2011
                                           (Rs.in ''000) (Rs.in ''000)
 
 Profit before depreciation and tax             42,694        88,354
 
 Provision for depreciation                     35,299        35,999
 
 Profit before tax                               7,395        52,355
 
 Current tax                                         -        12,600
 
 Deferred tax                                   (3,751)       (1,698)
 
 Profit for the year                            11,146        41,453
 
 Appropriations :
 
 Proposed Dividend                               3,000         3,000
 
 Tax on Dividend                                   486           486
 
 Transferred to General Reserve                  7,660        37,967
 
                                                11,146        41,453
 
 PERFORMANCE :
 
 The 130 TPD tonnage plant at Kalwe has worked satisfactorily during the
 year. However the 40TPD Oxygen liquifier was under utilized due to less
 demand of liquid oxygen in the Market. This has hit both prices and
 quantities and resulted in lower sales and decreased profitability of
 the Company as compared to the last year.
 
 During the year under review, sales were Rs. 36,66,28,074/- as against Rs.
 41,73,70,079/- for the previous year. Profit before Depreciation and
 Tax during the year is Rs. 4,26,93,237/- as against Rs. 8,83,54,521/- in
 the previous year.
 
 The Subsidiaries Bombay Oxygen Acetylene Ltd. and Bombay Oxygen Gases
 Ltd. have been closed and their names are struck off from the Registrar
 of Companies.
 
 DIVIDEND : 
 
 Your Directors recommend the payment of dividend of Rs. 20/- (Previous
 year Rs. 20/-) per equity share. The proposed dividend, if approved, at
 the Annual General Meeting, will absorb Rs. 34,86,675/- including Tax on
 dividend [Previous year Rs. 34,86,675/-].
 
 DIRECTORS :
 
 Your Directors Mr Mohan Bir Singh and Mr. Ajit M. Ghelani, retire this
 year by rotation in accordance with the Articles of Association of the
 Company but, being eligible, offer themselves for re-appointment.
 
 FIXED DEPOSITS :
 
 48 Deposits amounting to Rs. 5,67,000/- due for repayment on or before
 31st March, 2012 were not claimed by the depositors.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO :
 
 Particulars required to be disclosed under the Companies (Disclosure of
 particulars in the Report of the Board of Directors) Rules, 1988 are
 annexed hereto which form part of this report.
 
 GENERAL:
 
 The Company has no employee covered under Section 217(2A) of the
 Companies Act, 1956. The assets to the Company are adequately insured.
 
 CORPORATE GOVERNANCE :
 
 Report on Corporate Governance along with the certificate of the
 Auditors M/s. K. G. Shah & Co., confirming the compliance of the
 conditions of corporate governance, as stipulated under Clause 49 of
 the Listing Agreement entered into with the Stock Exchange is annexed.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT :
 
 Your Directors hereby 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 judgements 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
 profit of the Company for that 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.
 
 AUDITORS :
 
 M/s. K. G. Shah & Co., Chartered Accountants, having Registration No.
 109630W, Statutory Auditors of the Company, retire at this Annual
 General Meeting and being eligible offer themselves for re-appointment.
 
 COMPLIANCE CERTIFICATE :
 
 The Compliance Certificate under section 383A of the Companies Act,
 1956 has been obtained from M/s. Sanjay Dholakia & Associates -
 Practicing Company Secretary, for the year under review and same is
 attached with this Report.
 
                                              On behalf of the Board
 
                                                         S.  M. RUIA
 
                                                            Chairman
 
 Mumbai, 19th July, 2012.