Directors Report of National Oxygen Ltd.

Mar 31, 2024

Your directors'' have pleasure in presenting the 49^th Annual Report on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2024.

Particulars	Standalone
	2023 - 24 (Rs. in Lakhs)	2022 - 23 (Rs. in Lakhs)
Revenue from operations	4525.90	4711.32
Other Income	49.84	58.75
Profit/ (Loss) before interest and Depreciation	174.52	426.79
Less: Interest	164.41	179.19
Less: Depreciation	333.39	326.69
Profit/ (Loss) before tax	(323.28)	(79.09)
Provision for tax	0	0
Tax for earlier years	0	0
Deferred Tax	0	0
Profit / (loss) after tax	(323.28)	(79.09)
Other comprehensive Income	4.36	(15.68)
Total Comprehensive Income for the period	(318.92)	(94.76)

BUSINESS PERFORMANCE:

During the year under review, the Company has incurred a Net loss of Rs. (318.92) lakhs against a Net loss of Rs. (94.76) lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of business.

SHARE CAPITAL:

There are changes in the Paid-up Share Capital of the Company during the year ended 31st March, 2024 as mentioned below:

• The Paid up Capital of the Company has been increased to 5, 04,23,850 via Preferential issue of Equity Shares.

However there is no change in the Authorized Share Capital of the Company during the year ended 31st March, 2024.

DIVIDEND:

The Board of Directors have not recommended any dividend for the financial year 2023-24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2023-24.

TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year.

DEPOSITS:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC 2, are appended as Annexure I.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34(2) of the SEBI Listing (Obligations and Disclosures) Requirements Regulations, the Management Discussion and Analysis Report is enclosed below.

Industry Structure and Developments

Presently the Company Manufactures industrial gasses both in liquid and gaseous form. The order book position is comfortable since the Company was able to tie up long term contracts with the customers. The plant at Pondicherry and Perundurai is also performing at its full rated capacity. The Company is working at its market front since the supply of the Companies product has increased compared to the previous year.

Opportunities and Threats:

Our Company project has resulted in high quality output which has resulted to tie up long term contracts with the customers. Our main concern is, continuous competition from other manufactures in the same line of production.

Segment wise performance:

Presently the Company has one manufacture segment to manufacture industrial gasses both in liquid and gaseous form at plants situated at Pondicherry and Perundurai. The plants situated at both places are performing at full rate capacity. The products are very useful to hospitals and industry sector. Our products are in competitive position in the market.

Risks and Concerns:

Our main concern is, continuous competitive from other manufacturers in the same lien of production by reducing the price in the market due to which the Company has to reduce the price to retain its share in the market.

RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

BOARD POLICIES

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.nolgroup.com

• Code of conduct for Directors and Senior Management

• Board Diversity Policy

• Policy on determining materiality of events

• Policy on documents preservation and archival

• Terms of appointment of Independent Directors

• Policy on Related Party T ransactions

• Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013

• Code Of Conduct for Insider Trading and Corporate Disclosure Practices

• Code Of Conduct For Board Of Directors

• Whistle Blower Policy

• Policy on Material Subsidiaries

• Policy on Code of Conduct

• Familiarization Program for Independent Directors

• Corporate Social Responsibility Policy

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.nolgroup.com

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive

attributes, and independence of a director. and is available in the company website www.nolgroup.com

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

8. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2024 is as follows:

¦ Shri Shanmugavadivel Siva Independent Director (Chairman)

¦ Smt Mona Milan Parekh '' Independent Director (Member)

¦ Smt Sarita Saraf Independent Director (Member)

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work inline with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.nolgroup.com

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members

1. Smt. Mona Milan Parekh

2. Smt. Sarita Saraf

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

SUBSIDIARY / TOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

The Company neither has any holding nor is any subsidiary company, therefore, disclosure under Section 197 (14) of the Companies Act, 2013 not applicable.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There are no material changes and commitments occurred between the end of the financial year of the company to which the financial statements relate and there is no order against the company affecting the financials of the company except:

• Issuance of 2,40,114 equity Shares at an issue price of Rs. 130 per Equity share (including premium of Rs. 120/- per Equity share) for cash consideration on preferential basis to Saraf Housing Development Private Limited (Promoter) aggregating to 3,12,14,820/- at its EGM held on 20^th February 2024. The company has allotted 2,40,114 Equity shares of Rs.10/- each at a price of Rs. 130/- (including premium of Rs. 120) per equity share aggregating to 3,12,14,820/- on 15^th March 2024. The Company has received Listing and trading approval from Stock exhange(BSE) for the same

• Mr. Rajesh Kumar saraf (Belonging to promoter Group) acquired 9,28,881Equity shares of the Company through inter-se transfer of shares (Without any consideration) on 12^th September 2023 and the holding after transactions stands at 19,98,962 Equity Shares.

• Discontinuation of Manufacturing of Dissolved Acetylene Gas (DA Gas) at Trichy (Mathur) Unit, from the financial year 2023-24. However, Trichy (Mathur) Unit shall continue to compress and fill Medical Oxygen, and Industrial Oxygen.

• Approval for the Sale of land and building situated at Mathur unit (Trichy) aggregating to 5.6 acres at its Annual General Meeting held on 28^th August 2023.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

There are no significant material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

AUDITORSStatutory Auditors

M/S. PSDY & Associates, Chartered Accountant, (Firm Registration Number: 010625S) was appointed as statutory auditor by shareholders of the company for a term of five years in the 47^th Annual General Meeting held on 30^th August 2022 and they continued to be the Auditors of the company till this 52^{nd Annual} General Meeting.

COMMENT ON STATUTORY AUDITOR''S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/S. PSDY & Associates, Statutory Auditor, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Lakshmmi Subramanian of M/ s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Membership No. CP 3534) was appointed to conduct the Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure II.

Qualification in Secretarial Audit Report

There are no material qualifications in the Secretarial Report.

BOARD OF DIRECTORS'' EXPLANATION OR COMMENTS:

There are no qualifications in the Audit Report & Secretarial Audit Report for the financial year 2023-24

Internal Auditors

Mr. R. Bala Subramanian, Chartered Accountants, are the Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements

Cost Auditor

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

	Board Composition
	Mr. Rajesh kumar Saraf	Managing Director
	Mr. Gajanand Saraf	Whole time Director
	Mrs. Sarita Saraf	Director
	Mr. Shanmugavadivel Siva	Independent Director
	Mrs. Mona Milan Parekh	Independent Director
	Mr. Amit Kumar Agarwal	Independent Director
	Key Managerial Personnel
	Mr. Rajesh Kumar Saraf	Managing Director
	Mr. P. Ramalinga Srinivasan	Chief Financial Officer
	Mr. Akhil Paliwal	Company Secretary

NUMBER OF MEETINGS OF THE BOARD AND BOARDS'' COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2023-24	Date of the Meeting
Board Meeting	8	29.05.2023 , 21.07.2023 , 11.08.2023, 06.11.2023 , 20.01.2024 , 03.02.2024 , 13.02.2024 and 15.03.2024
Audit Committee	5	29.05.2023 , 11.08.2023 , 06.11.2023.20.01.2024 and 13.02.2024
Nomination & Remuneration Committee	1	10.02.2024
Stakeholders Relationship Committee	6	12.06.2024 , 28.06.2023 , 04.10.2023 , 25.01.2024 , 08.03.2024 and 21.03.2024
Independent Director Meeting	1	10.02.2024

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

Director''s Re-appointment details:

• Mr. Rajesh Kumar Saraf (having DIN: 00007353) who retires from office by rotation and being eligible offers herself for reappointment

• Mr. Amit Kumar Agarwal (DIN: 08723241) reappointed for second term of five years from 16^th March, 2025 to 15th March, 2030

CORPORATE SOCIAL RESPONSIBILITY

Your Company is having accumulated losses and not having profits more than Rs. 5 Crores or net worth more than Rs. 500 Crores or Turnover of more than Rs. 1000 Crores in the previous financial year and therefore Constituting of a CSR Committee and its Compliance in accordance with the provisions of Section 135 of the Act, does not arise.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards'' functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made.

INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10^th February 2024, without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.nolgroup.com

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee.

It is affirmed that during the Financial Year 2023-24, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company''s website www.nolgroup.com

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors'' report, key issues and areas of improvement, significant processes and accounting policies.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

EXTRACT OF ANNUAL RETURN:

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.nolgroup.com

DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Board''s policy formulated by the Company and is available on the Company website www.nolgroup.com

DIRECTORS'' RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, 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 and loss of the Company for the year ended on that date.

c) They 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) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A. CONSERVATION OF ENERGY:

• Improvements in operating efficiency and reduction in the employee strength.

B. TECHNOLOGY ABSORPTION:

• The efforts made towards technology absorption: NIL

• Benefits derived

• Production improvement: NIL

• Cost Reduction: NIL

• Production development or Import substitution; NIL

• Import Technology; NIL

• Expenditure incurred on Research and Development; NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Details	2023-	2022-
	2024	2023
	Rs.	Rs. In
	In	Lacs
	Lacs
Earning in Foreign Exchange	NIL	NIL
Expenditure in Foreign Exchange	NIL	NIL
CIF value of imports - Raw Materials -	NIL	43.84
Calcium Carbide

CORPORATE GOVERNANCE REPORT:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, your Company does not fall under the purview of complying with the provisions of Corporate Governance. During the year, with the approval of the Board of Directors, your Company has informed the non-applicability provision to the Bombay Stock Exchange.

Since the provision of Corporate Governance is not applicable for the entire Financial Year 202324, a separate report of Corporate Governance is not disclosed in the Annual Report 2023-24.

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:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID- 19 PANDEMIC:

Nil

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:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

Executive Directors	Ratio to Median Remuneration
Mr. Rajesh Kumar Saraf - Managing Director	1:0.246
Mr. Gajanand Saraf - Whole Time Director	1:0.041
Ms. Sarita Saraf - Director	1:0.074

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from Tuesday, 10^th of September 2024 to Monday, 16th of September 2024 (both days inclusive).

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

---

Mar 31, 2015

Ladies and Gentlemen,

The Your Directors have pleasure in presenting 40 ANNUAL REPORT of your Company together st with the Audited Statement of Accounts and the Auditors' Report for the Financial Year ended 31 March, 2015. The summarized financial results for the Financial Year are as under:

FINANCIAL SUMMARY

2014-2015 2013-2014 (Rs in lakh) (Rs in lakh)

Gross Profit /(Loss) (676.97) (374.67)

Depreciation (417.31) (386.44)

Profit / (Loss) before tax (1094.28) (761.11)

Provision for Income tax - (1.006)

Provision for Fringe Benefit Tax - -

Provision / Release of Deferred Tax (11.28) 236.47

Net profit for the year (1083.00) (525.64)

Balance brought forward from the earlier year (219.74) 305.90

(1302.74) (219.74)

PERFORMANCE AND STATE OF COMPANY'S AFFAIRS OF THE COMPANY

During the year under review, the Company has incurred net loss Rs.1083,00,000 as against loss of Rs5,25,65,000 in the previous year. Even though the total revenue of the Company has increased while comparing the previous year, the rise in loss was mainly due to increase in cost of Power & Fuel etc comparing to the previous year. No material changes have occurred or commitments made affecting the financial position of the company, between the end of the financial year of the company to which the financial statements relate and the date of the report

BUSINESS OPERATIONS: Industrial Gases

The order book position is comfortable since the Company was able to tie up long term contracts with the customers. The plant at Pondicherry and Perundurai is also performing at its rated capacity. Your Company is working at its market front since the supply of oxygen and nitrogen has increased compared to previous year.

Windmill

The power generation is normal and we expect the generation of power will improve in the coming months

DIVIDEND

Considering the current and accumulated losses of your Company , the Board of Directors is not recommending any dividend for the year 2014-2015.

TRANSFER OF PROFITS TO RESERVES

During the year your company has met net loss of Rs . 10,83,00,783/- which has been transferred to reserve account as ' Debit balance in statement of profit and loss.

MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of financial year ( March 31, 2015 and the date of the Report 06.08.2015)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186:

Details of loans, guarantees and investments covered under the provision of section 186 of the companies act 2013 are given below:

Particulars Number Amount Loan Given NIL NIL

Investment made Unquoted Investments in Equity Instruments

i) Pondicherry Agro 9000 shares 90000.00 Foods Pvt Ltd (Face value Rs.10/-)

ii) Beta Wind Farm Pvt Ltd 168421 shares 31,99,999.00 (Face Value Rs.10/-)

iii)Clarion Wind Farm Pvt Ltd 231152 Shares 2311520.00 (Face Value Rs.10/-)

Investment in Govt. Securities

iv) National Savings Certificate 5000.00

v) Indira vikas patra 500.00 Guarantee Given Nil Nil

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company doesn't have any subsidiaries, associates and joint venture companies

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3) (m) of the Companies Act 2013 are attached as Annexure -1:

DIRECTORS AND KEY MANAGERIAL PERSONNEL

S. No Name of Directors Designation Date of Date of appointment resignation

1 Gajanand Saraf Managing Director 23.12.1974 -

2 Rajesh Kumar Saraf Joint Managing Director 30.11.1992 -

3 Veena Devi Saraf Director 11.10.1989 -

4 Perumal Siva Independent Director 10.01.1994 -

5 Anil Kumar Seth Independent Director 21.08.1985 -

6 Devmohan Mohunta Independent Director 10.11.1987 -

Retirement by Rotation

In terms of Section 152 of the Companies Act 2013 Smt. Veena Devi Saraf Who retire by rotation at the forthcoming AGM and is eligible for re-appointment.

DECLARATION OF INDEPENDENT DIRECTORS

As per the Companies Act 2013, your company had appointed three independent directors and they have declared that they meet the criteria of independence in terms of Section 149(6) of the Companies Act 2013 and that there is no change in their status of Independence.

REMUNERATION DETAILS OF DIRECTORS:

Details of Remuneration to Mr.Gajanand Saraf Mr.Rajesh Kumar Saraf Directors Managing Director Joint Managing Director

Salary 30,00,000/- 30,00,000/-

PF Contribution 3,60,000/- 3,60,000/-

Others 1,00,000/- 1,00,000/-

INFORMATION U/s 197 (12) OF THECOMPANIES ACT 2013

The information required under section 197 (12) of the Act and read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure-5.

STATUTORY AUDITORS:

As per the provisions of the Companies Act 2013, M/s Sing & Co, Chartered Accountants, had been appointed as the statutory auditors of the Company to hold office from the conclusion of the 39th Annual General Meeting held on 12.09.2014 till the conclusion of Annual General Meeting to be held in 2017 subject to the ratification of share holders in every Annual General Meeting . The company has received confirmation from the audit firm regarding their consent and eligibility under sections 139 and 141 of the Companies Act 2013 read with the Companies ( Accounts ) Rules, 2014 for appointment as the Auditors of the Company.

As required under clause 41 of the Listing Agreement, 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 Audit committee and the Board of Directors have recommended to ratify the appointment of auditors for the financial year 2015-16. The necessary resolution is being placed before the shareholder for their approval.

SECRETARIAL AUDITOR

Pursuant to the requirements of Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies ( Appointment and Remuneration of Managerial Personnel ) Rule 2014, the company has appointed, Mrs Lakshmmi Subramanain & Associates , Practicing Company Secretaries to conduct the secretarial audit for the financial year 2014-15.

The Secretarial Audit report as received from the secretarial auditor is annexed to this report as Annexure-2

COMMENT ON SECRETARIAL AUDIRTOR REPORT

With reference to the remarks made by the secretarial auditor, Mrs. Lakshmmi Subramanian, Practicing Company Secretary, in her secretarial audit report , the company has taken the corrective measures during the current financial year.

INTERNAL CONTROL AND ITS ADEQUACY

M/s Sivasubramanian & co, Cost Accountants was appointed as internal auditors of the Company. They regularly conduct audit and submit their quarterly reports, which are reviewed by the Audit Committee. The Company has an adequate Internal Control system, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

RELATED PARTY TRANSACTIONS U/S 188 (1)

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note No.37 of the Notes to the financial statements. Details of the transactions are provided in Form AOC-2 which is attached as Annexure - 3

The Board had approved the Related Party Transactions.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extracts of Annual Return in form MGT-9 as provided under sub- section (3) of section 92 of the Companies Act is annexed herewith as Annexure 4 to this report.

RISK MANAGEMENT POLICY

Your Company has an established Enterprise Risk Management function that engages with all the business verticals for risk assessment , ensures that the risk mitigation plans are in place and validates the risk mitigation status regularly . Action plans are incorporated into the corporate plans of your company. The steering committee consisting of core Business vertical Heads overseas the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting, The Committee, Chaired by the Managing Director, reviews on a quarterly basis the enterprise risks to the achievement of the business objectives. The steering Committee updates the Risk Management committee comprising of independent directors and non-executive director on the enterprise risks and the action taken thereon

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Board of Directors are responsible for redressal of complaints related to sexual harassment During the year ended 31 March 2015, the Board did not receive any complaints pertaining to sexual harassment.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the balance sheet.

CORPORATE GOVERNANCE REPORT

Since your company's paid up capital and Net worth is less than Rs.10 Crores and Rs.25 Corers respectively, the provisions of revised clause 49 relating to Corporate Governance, vide SEBI circular dated CIR/CFD/POLICY CELL/7 is not applicable to the Company.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS:

During the Financial Year 2014-2015, the Board met 4 times as follows:

S No. Dates of meeting of the Quarter No of directors Total no of Board on the date of directors meeting attended

1. 22.05.2014 First 6 6

2. 28.07.2014 Second 6 6

3. 31.10.2014 Third 6 6

4. 12.02.2015 Fourth 6 6

The meetings of the Board were held periodically and has not lapsed a period of 120 days between two meetings as prescribed under section 173(1) of the Act.

ANNUAL BOARD EVALUATION

The Nomination and Remuneration Committee of the Board laid down the criteria for performance evaluation of all Directors. The performance evaluation has been done by the entire Board of Directors, except the Director concerned being evaluated. The criteria for performance evaluation are as follows:

Role & Accountability

- Understanding the nature and role of Independent Directors' position

- Understanding of risks associated with the business

- Application of knowledge for rendering advice to management for resolution of business issues

- Offer constructive challenge to management strategies and proposals

- Active engagement with the management and attentiveness to progress of decisions takenObjectivity

- Non-partisan appraisal of issues

- Own recommendations given professionally without tending to majority or popular views

Leadership & Initiative

- Heading Board Sub-committees

- Driving any function or identified initiative based on domain knowledge and experience

Personal Attributes

- Commitment to role & fiduciary responsibilities as Board member – Attendance and active participation – Proactive, strategic and lateral thinking

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members and employees of the company. This code helps the Company to maintain the standard of business ethics and ensure compliance with the legal requirements of the company The code is aimed at preventing any wrongdoing and promoting ethical conduct at the Board and employees. The Compliance officer is responsible to ensure adherence to the Code by all concerned The code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders All the Board Members and the Senior Management personnel have confirmed compliance with the Code

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies ( Meetings of Board and its Powers ) Rules,2014 and clause 49 of the Listing Agreement, the Board of Directors had approved the policy on vigil mechanism / whistle blower and the same was hosted on the website of the Company. The policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director / employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year

BOARD COMMITTEES

The Board had constituted the following committees Viz Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee

AUDIT COMMITTEE:

The Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company is responsible for overseeing the Company's financial reporting process by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The Audit Committee comprises of Mr. P.Siva, Independent Director as Chairman, Mr.Anil Kumar Seth and Mr. D.M.Mohunta, Independent Directors as members.

All members of the Audit Committee are financially literate and have expertise in accounting / financial management.

The Chairman of the Audit Committee was present at the last Annual General Meeting held on 12th September, 2014

The Audit Committee met five times during the year and the time gap between any two meeting did not exceed more than four months

Date of Meetings Total number of members No.of members present

22.05.2014 3 3

28.07.2014 3 3

31.10.2014 3 3

12.02.2015 3 3

Terms of reference in brief

Financials

- Review of the quarterly / half-yearly / annual financial statements with reference to changes, if any in accounting policies and reasons for the same

- Major accounting entries involving estimates based on exercise of judgment by management, adjustments, if any arising out of audit findings.

- Compliance with listing and legal requirements relating to financial statements, qualifications, if any in the draft audit report.

Internal controls and risk management

- Review of internal audit function and discussion on internal audit reports

- Review of vigil mechanism and above all adequacy of internal control systems

- Review of risk management policies especially enterprise level risk management

Compliance and other related aspects

- Disclosure of related party transactions and subsequent modifications, if any.

- Scrutiny of inter-corporate loans and investments

- valuation of undertakings or assets of the company

- uses/application of funds raised through an issue

- Review and recommendation of appointment, remuneration and terms of appointment of statutory auditors

- Review of other services rendered by the statutory auditors

- Review of the management discussion and analysis of the financial conditions and results of operations, significant related party transactions, management letters issued by statutory auditors, internal audit reports The audit Committee also looks into the matters as are specifically referred to it by the Board of Directors besides looking into the mandatory requirements of the Listing Agreement and provisions of Section 177 of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE:

Constitution

The Nomination and Remuneration committee comprises of Mr. P.Siva, Independent Director as Chairman, Mr.Anil Kumar Seth and Mr. D.M.Mohunta, Independent Directors as members.

Terms of Reference

- The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

- The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

- The Committee shall ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.

- Review the policy from time to time for selection and appointment of Directors and senior management employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

- Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions.

- Recommendation to the board with regard to retirement of Directors, liable to retire by rotation and appointment of Executive Directors.

- To determine and recommend to the Board from time to time

(a) The amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013.

(b) The amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors

(c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management.

- To determine the need for key man insurance for any of the company's personnel

- To carry out the evaluation of every director's performance

- To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable.

- Stakeholders' Relationship Committee

(C) Meetings and attendance during the year:

There is no meeting held during the year.

(D) Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration.

STAKE HOLDERS RELATIONSHIP COMMITEE

The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non-receipt of shares, non- receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders.

(A) Composition, Members, its meetings and attendance

This Committee comprises of Mrs. Veena Devi Saraf as Chairman with Mr.Gajanand Saraf and Mr. P.Siva as members of the Committee.

During the year,six meetings of Stake holders Relationship Committee were held as follows;

Name of Member Category Meetings held Meetings during FY 2015 attended

Mrs. Veena Devi Saraf Non-executive Director/Chairman 6 6

Mr. Gajanand Saraf Managing Director 6 6

Mr.P.Siva Independent Director 6 6

CORPORATE SOCIAL RESPONSIBILITY ( CSR )

Your company is not mandatorily required to constitute CSR committee since it has not come within the purview of threshold limit specified in section 135 of the Companies Act 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year, there were no such instances of significant and material orders passed by the regulators, courts or tribunals.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby confirm:- (i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That 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 the affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(iii) That 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;

(iv) That the Directors had prepared the Annual Accounts on a going-concern basis;

(v) That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) That 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.

GENERAL INFORMATION

AGM Date, Time and Venue 26th September 2015 at 9.30 a.m Hotel Kanchi, No.28, Ethiraj Salai, Egmore Chennai-600 008

Financial Calendar 1st Quarter 1st April to 30 June

nd st th

2nd Quarter 1st July to 30 September

3rdQuater 1st October to 31st December

4 th Quarter 1st January to 31 March

Date of Book Closure 19.9.2015 to 26.9.2015

Record Dates 19.9.2015

Dividend Payment date Not applicable

Listing with Stock Exchanges Bombay Stock Exchange

Address of the Registered office No.80 ( Old No.141 ) Greams Road Opp. to Greams Road Post Office Chennai Tamilnadu 600006

E-mail id [e-mail]

Web Site www,nolgroup.com

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from the business constituents during the year under review.

By Order of the Board,

Place : Chennai

Sd/- Sd/-

Date : 06.08.2015 Rajesh Kumar Saraf G.N.Saraf

Joint Managing Director Managing Director

DIN:-00007353 DIN:-00007320

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Mar 31, 2014

Dear Members,

The Directors of your Company present its 39th Annual Report on the functioning of the Company together with the Profit and Loss Account for the year ended 31st March 2014 and the Balance Sheet as at that date together with the Auditor''s Report thereon.

Financial Results:

Current year Previous Year 31.03.2014 31.03.2013 (Rs. in Lakhs) (Rs. in Lakhs)

Gross Profit / (Loss) (374.67) 406.51

Depreciation (386.44) (347.58)

Profit / (Loss) before Tax (761.11) 58.93

Provision for Income Tax (1.006) (25)

Provision for Fringe Benefit Tax - -

Provision/ Release of Deferred Tax 236.47 24.95

Net Profit for the year (525.64) 58.88

Balance brought forward from the earlier year 305.90 309.20

(219.74) 368.08

During the financial year 2013-14, your company was not able to attain reasonable profit levels and register a net loss of Rs. (525.64) lakhs as compared to profit of Rs. 58.88 lakhs in the previous year.

Business Operations:

Industrial Gases

The order book position is comfortable since the Company was able to tie up long term contracts with the customers. The plant at Pondicherry and Perundurai is also performing at its rated capacity. Your Company is working at its market front since the supply of oxygen and nitrogen has increased compared to previous year.

Windmill:

The Power generation is normal and we expect the generation of power will improve in the coming months.

Dividend:

The Operations of the Company have resulted in a loss as explained in the Financial result. Hence, your director regret that they are unable to recommend any dividend on the Equity share capital of the Company for the year under review.

Directors:

The Company has, pursuant to the provisions of clause 49 of the Listing Agreement entered into with the Stock Exchange has appointed Mr. Perumal Siva, Mr. Anil Kumar Seth and Mr. Devmohan Mohunta as Independent Directors of the Company. The Company has received declarations as the appointee independent directors, that they meet the criteria of independence, as prescribed both under sub-section (6) of Section 149 of the Companies Act 2013 and under the said clause 49. In accordance with the provisions of section 149(4) and section 152 (5) of the Companies Act,2013, Mr. Perumal Siva, Mr.Anil Kumar Seth and Mr. Dev Mohan Mohunta are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

Smt. Veena Devi Saraf are retiring at this meeting by rotation and being eligible, offer themselves for reappointment.

Rights Issue:

The Company has not made any right issue during the year.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year.

Particulars of Employees and Labour Relations:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

The relations with the employees during the year had been smooth and cordial.

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

Director''s Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they 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 as on 31st March, 2014 and of the profit and loss of the company for that period.

- proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis.

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Mar 31, 2013

The Directors of your Company present its 38th Annual Report on the functioning of the Company together with the Profit and Loss Account for the year ended 31st March 2013 and the Balance Sheet as at that date together with theAuditor''s Report thereon.

Financial Results: Current year Previous Year 31.03.2013 31.03.2012 (Rs.in Lakhs) (Rs.in Lakhs)

Gross Profit /(Loss) 406.51 452.16

Depreciation (347.58) (9358.74)

Profit / (Loss) before Tax 58.93 93.42

Provision for Income Tax (25) (7.20)

Provision for Fringe Benefit Tax

Provision/Release of Deferred Tax 24.95 (7.48)

Net Profit for the year 58.8 78.74

Balance brought forward from the earlier year 309.2 286.69

368.08 365.43

During the financial year 2012-13, despite the power crisis and increased business competition, your company was able to maintain profit levels and register a net profit of Rs. 58.88 lakhs which is however lower that the profit of Rs. 78.73 lakhs earned in the previous year.

Business Operations:

Industrial Gases

Your Company was able to successfully commission the plant at SIPCOT Industrial Growth Centre, Perundurai near Erode. The plant at Pondicherry is also performing at its rated capacity. Your Company is working on the market front since the supply of oxygen and nitrogen has increased compared to the previous year.

Windmill:

The Power generation is normal and we expect the generation of power will continue at the same level.

Dividend:

Your Board of Directors recommends dividend of Rs. 1 per share, i.e. 10 percent (Re. 1 per equity share of Rs 10/- each fully paid-up) for the year ended 31 March, 2013, to equity shareholders aggregating to Rs.4802271 together with the Corporate Dividend Distribution Tax of Rs.8,16,146. The total payout will be Rs. 56,18,417 subject to approval of the shareholders in the ensuing Annual General Meeting.

Directors:

Smt. Veena Devi Saraf and Mr Devmohan Mohunta are retiring at this meeting by rotation and being eligible, offer themselves for reappointment.

Mr G N Saraf, Managing Director was re-appointed by the Board of directors in their meeting held on 12 August 2013 subject to the approval of members for a period of three years with effect from 01 September 2013.

Mr Rajesh Kumar Saraf, Joint Managing Director is also proposed to be re-appointed for a period of three years with effect from 01 October 2013.

Rights Issue:

The Board of Directors of National Oxygen Limited wishes to thank all its members and investors for their response to the Company''s Rights Issue of Equity Shares, which opened for subscription on Wednesday, July 11,2012 and closed on Thursday, August 09,2012 with an issue size of Rs 934.97 lakhs. The total amount collected on application is Rs 895.28 lakhs for 17,90,561 Equity Shares, which is 95.75% of the total Issue size.

The Basis of Allotment was approved by Bombay Stock Exchange Limited ("BSE"), the Designated Stock Exchange on August 17, 2012. Pursuant to the approval, the Board of Directors has allotted 16,85,721 Equity Shares in its meeting held on August 17, 2012. All the valid applications (including Application Supported by Blocked Amount ("ASBA") have been considered for allotment.

The proceeds of the rights issue were utilized for the purpose mentioned in the letter of offer of the said rights issue.

The Board once again wishes to thank all the shareholders for making the issue success.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year.

Particulars of Employees and Labour Relations:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules thereunder.

The relations with the employees during the year had been smooth and cordial.

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

Director''s Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

- in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they 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 as on 31st March, 2013 and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis.

Corporate Governance:

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A Report on Corporate Governance .along with certificate of Compliance from the Practicing Company Secretary forms Annexure-B to this report.

Management Discussion and Analysis Report:

A Management Discussion and Analysis Report is given as Annexure C to this report.

Auditors:

Messrs. Singhi& Co., Chartered Accountants, retire at this meeting and being eligible are proposed for reappointment. They also expressed,theif willingness to continue in office if reappointed, at the ensuing annual general meeting.

Compliance Certificate:

In accordance with Section 383Aof the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

CostAudit:

Our Company is covered under Cost Audit from the current year (2012-13) onwards and we have appointed M/s Sivasubramanian & Co., Practicing Cost Accountants as the Cost Auditors of the Company.

Acknowledgement:

Your Directors take this opportunity to place on record their appreciation of the continued support and Co-operation from Punjab National Bank and HDFC Bank Limited.

Your Directors also wish to convey their thanks to all the valued customers and the valuable services rendered by the Officers, Staff and Workers at all levels.

For and on behalf of the Board

Place: Chennai G.N.Saraf

Pate : 12.08.20t3 Chairman and Managing Director

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Mar 31, 2012

The Directors of your Company present its 37th Annual Report on the functioning of the Company together with the Profit and Loss Account for the year ended 31st March 2012 and the Balance Sheet as at that date together with the Auditor's Report there on.

Financial Results:

Current year Previous Year 31.03.2012 31.03.2011 (Rs.in Lakhs) (Rs.in Lakhs)

Gross Profit / (Loss) 452.16 428.38

Depreciation 358.74 323.37

Profit / (Loss) before Tax 93.42 105.01

Provision for Income Tax 7.20 21.00

Provision for Fringe Benefit Tax - -

Provision/ Release of Deferred Tax 7.48 21.00

Net Profit for the year 78.74 63.01

Balance brought forward from the earlier year 286.69 309.89

365.43 372.90

During the financial year 2011-12, despite the power crisis and increased business competition, your company was able to attain reasonable profit levels and register a net profit of Rs. 78.74 lakhs as compared to profit of Rs. 63.01 lakhs in the previous year. ,

Business Operations:

Industrial Gases

The order book position is comfortable since the Company was able to tie up long term contracts with the customers. The newly erected plant at Pondicherry had performed well and was able to reach optimum production levels but for the difficulty in the power front. The proposed plant under implementation in Perundurai, Erode District, is expected to commence production during second half of 2012-13. '

Windmill:

The Power generation is normal and we expect the generation of power will improve in the coming months.

Dividend:

The Board of Directors in their meeting held on 3rd May, 2012 had declared an Interim dividend of 10% (Re 1 per equity share of Rs 10/- each fully paid up) for the year ended 31st March 2012 on the paid up capital of the Company aggregating to Rs. 31,16,550 which was paid to those shareholders whose /lames appeared in the Register of Members as at the closing hours of business on 12th May 2012. your Board of Directors wish to recommend the same for confirmation as final dividend, by the shareholders at the ensuing Annual General Meeting.

Directors:

Mr Anil Kumar Seth and Mr P Siva are retiring at this meeting by rotation and being eligible, offer themselves for reappointment. .

Rights Issue:

The Company received the required minimum subscription of 90 percent of the issue size by the closure of the issue.

Out of the above issue, the Company has allotted 16,85,721 equity shares to the existing shareholders and the Company has also obtained the Listing/ trading approval from the Bombay Stock Exchange and the Madras Stock Exchange.

The Board of Directors is proposing to utilize the proceeds of the rights issue towards setting up of a new plant in Perundurai, Erode District, Tamil Nadu.

The Board, further, thank all the shareholders for making the issue success.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year.

Particulars of Employees and Labour Relations:

None of the employees fall under the category specified under Sec.217 (2A)of the Companies Act, 1956 and the Rules there under.

The relations with the employees during the year had been smooth and cordial.

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1 )(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

Director's Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that ' -

- in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they 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 as on 31st March, 2012 and of the profit and loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis.

Corporate Governance:

As a listed Company, necessary measures are taken to comply with the listing agreements with stock exchanges. A Report on Corporate Governance, along with certificate of Compliance from the Practising Company Secretary forms Annexure-B to this report.

Management Discussion and Analysis Report:

A Management Discussion and Analysis Report is given as Annexure C to this report.

Auditors:

Messrs. Singhi & Co., Chartered Accountants, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting.

Compliance Certificate:

In accordance with Section 383Aof the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, Secretary in whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

Cost Audit Compliance Certificate:

Our Company has obtained the Cost Audit Compliance Certificate for the period ended 31st March, 2012 issued by M/s Sivasubramaniart & Co., Cost Accountant and the same shall be filed with MCA.

Acknowledgement:

Your Directors take this opportunity to place on record their appreciation of the continued support and Co-operation from Punjab National Bank and HDFC Bank Limited.

Your Directors also wish to convey their thanks to all the valued customers and the valuable services rendered by the Officers, Staff and Workers at all levels.

For and on behalf of the Board

Place: Chennai G.N.Saraf

Date : 03.09.2012 Chairman and Managing Director

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Mar 31, 2010

The Directors of your Company present its 35lh Annual Report on the functioning of the Company together with the Profit and Loss Account for the year ended 31st March 2010 and the Balance Sheet as at that date together with the Auditors Report thereon.

Financial Results:

Current year Previous Year

31.03.2010 31.03.2009 (Rs.in Lakhs) (Rs.in Lakhs)

Gross Profit / (Loss) 189.23 306.30

Depreciation 201.45 196.66

Profit / (Loss) before Tax (12.21) 109.64

Provision for Income Tax - 55.00

Provision for Fringe Benefit Tax - 2.18

Provision/ Release of Deferred Tax 1.17 (49.21)

Net Profit / (Loss) after Tax (13.38) 101.67

Balance brought forward from the earlier year 409.62 394.41

396.23 496.08



For this financial year 2009-10, as the severe unscheduled load shedding in the Union Territory of Puducherry continued, the production of industrial gases at our Plant, reduced considerably, which has affected the profitability of the company significantly. Severe power cuts, aging of the plant resulting in reduction of production and hectic competition from MNCs resulted in a net loss of Rs. 13.38 lakhs as compared to a net profit Rs.101.67 lakhs in the previous year.

Business Operations:

Industrial Gases

Despite the continuing power crisis in Puducherry and overall economic downtrend in the country, the company is able to maintain its production and sales, mainly due to the regular orders from Government Departments and long standing customers.

During the fag end of the last quarter of the current financial year the company has installed and commissioned its new plant imported from china, consequently the company expects a considerable increase in production and thereby resulting in increase in profit.

Windmill:

The Power generation was normal but for the non-seasonal period.

Dividend:

The Directors wish to recommend a Dividend of 10% (Re. 1 per equity share of Rs.10/- fully paid up) for the year ended 31st March 2010.

Directors:

Mr.P. Siva and Mr. Anil Seth are retiring at this meeting by rotation and being eligible, offer themselves for reappointment and the Board of Directors recommend their reappointment.

The approval of the shareholders for confirmation of reappointment of Mr.G.N.Saraf as Managing Director is put forth at the ensuing Annual General Meeting

Re - listing at Madras Stock Exchange:

The Company has withdrawn its previous delisting application from Madras stock exchange and continues to be listed and traded in Madras Stock Exchange.

The shares of the Company are quoted and traded in National Stock Exchange w.e.f.30.06.2010 through MOU between Madras Stock Exchange and National Stock Exchange.

Fixed Deposits:

The Company has not accepted any fixed deposits during the year.

Particulars of Employees and Labour Relations:

None of the employees fall under the category specified under Sec.217 (2A) of the Companies Act, 1956 and the Rules there under.

The relations with the employees during the year had been smooth and cordial.

Conservation of Energy, Technology Absorption and Foreign Exchange inflow & Outgo:

Prescribed particulars under Section 217(1)(e) of the Companies Act, 1956 are furnished as Annexure-A to this Report.

Directors Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

- in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation related to material departures, if any.

- they 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 as on 31s March, 2010 and of the Profit and Loss of the company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the annual accounts are prepared on a going concern basis.

Corporate Governance:

As a listed Company, necessary measures are taken to comply with the listing agreements with Stock Exchanges. A Report on Corporate Governance, along with certificate of Compliance from the Practising Company Secretary forms Annexure-B to this report.

Management Discussion and Analysis Report:

A Management Discussion and Analysis Report is given as Annexure C to this report.

Auditors:

Messrs. Singhi & Co., Chartered Accountants, retire at this meeting and being eligible are proposed for reappointment. They also expressed their willingness to continue in office if reappointed, at the ensuing annual general meeting.

Reply to Auditors Remarks:

In reply to the remarks made by the auditor in Point No.Ill of Auditors Report, the Board wishes to state that the recommendation of dividend for the year 2009-10 was made in the Board of Directors meeting held on 30.07.2010 and hence the information relating to the proposed dividend could not be incorporated in the audited accounts which were adopted by the board on 28.05.10.

Compliance Certificate:

In accordance with Section 383A of the Companies Act, 1956, and Companies (Certificate) Rules, 2001, the company has obtained a certificate from M/s. Lakshmmi Subramanian & Associates, Chennai, secretary in the whole time practice confirming that the company has complied with all the provisions of Companies Act, 1956 and a copy of such certificate is annexed to the report.

Acknowledgement:

Your Directors take this opportunity to place on record their appreciation of the Continued Support and Co-operation from Punjab National Bank.

Your Directors also wish to convey their thanks to all the valued customers and the valuable services rendered by the Officers, Staff and Workers at all levels.

For and on behalf of the Board

Place: Chennai G.N. Saraf

Date: 30.7.2010 Chairman and Managing Director