MIRA INFORM REPORT

 

 

 

Report Date :

09.09.2008

 

IDENTIFICATION DETAILS

 

Name :

BOC INDIA LIMITED

 

 

Registered Office :

Oxygen House, P-43, Taratala Road, Kolkata  – 700 088, West Bengal

 

 

Country :

India

 

 

Financials (as on) :

31.12.2007

 

 

Date of Incorporation :

20.01.1958

 

 

Com. Reg. No.:

21-008184

 

 

CIN No.:

[Company Identification No.]

U40200WB1958PTC008184

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CALB05091C / CALB05706B

 

 

PAN No.:

[Permanent Account No.]

AAACB2528H

 

 

Legal Form :

Public Limited Liability company. The company’s shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturing and Marketing of Air Separation Unit Gases, other Cylinder Gases and Air Separation and Gas Plants, Associated and Cryogenic equipments.

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

Large

 

Maximum Credit Limit :

USD 19000000

 

 

Status :

Very Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is an old established company having satisfactory track.  Directors are reported as experienced, respectable and having satisfactory means of their own. Their trade relations are reported as fair.  Profitability of the company is under severe pressure.

 

Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions. 

 

 

LOCATIONS

 

Registered Office :

Oxygen House, P-43, Taratala Road, Kolkata  – 700 088, West Bengal, India

Tel. No.:

91-33-24014708 /4710-16 / 24015172

Fax No.:

91-33-24014974/4206 / 24018471

E-Mail :

pawan.marda@boci.co.in

hrd@boci.co.in

Website :

http://www.boci.com

http://www.boc.co.in

www.boc-india.com

 

 

Branch Offices :

Ahmedabad

Near Soni Ki Chawl, Rakhial Road
Ahmedabad - 380 023
Phone: 91-79-2274 3971-73
Fax : 91-79-2276 0593

 

Asansol LCS
G T Road-Po-Upper Chelidanga
Asansol – 713304

 

Bangalore
Plot No.1,phase 1
Peenya Industrial Area
Bangalore – 560 058
Phone : 91-80-57614940 / 28396272
Fax : 91-80-28395974

 

Bellary
C/O JSW Steel Limited
Torunagallu, Sandur Taluk
Bellary District
Karnataka

 

Bhiwadi
B-821, RIICO Industrial Area
Phase – I, Bhiwadi
Rajasthan
Telephone: 91-1493-645821/ 22, 220250

 

Chennai
Plot No.- G21, Sipcot Industrial Park
Irungattukottai, Sriperumbudur
Chennai - Industrial Park
Chennai – 602 105
Phone: 91-44-47192018
Fax : 91-44-25956346

 

Greater Noida
MBIL SEZ
Gate No.3
66B, Udhyog Vihar, Gautam Budh Nagar
Greater Noida: 201306, (UP)
Phone: 91-20-2561266- 68

 

Howrah LCS
Pakuria
PS Domjur
PO Lakhenpur
Dist - Howrah
PH :91-33-65500282

 

Kolkata
48/1 Diamond Harbour Rd
Calcutta - 700 027
Phone : 91-33-2449 6833
After office hrs 2449 3317
Fax : 91-33-2449 7070
Telegram : INDOXCO Calcutta

 

Delhi
203 Surya Kiran Building
19, Kasturba Gandhi Marg
New Delhi - 110001
Phone no. 91-11-23733083,84, 86
91-11-41510065, 66, 41510245,46
Fax –91-11-23733082

 

Hyderabad

Bombay Road, Sanatnagar
Hyderabad – 500 018
Phone: 91-40- 2370 1196 / 8115
Fax : 91-40-2370 1196

 

Jamshedpur 120
Mona Road, Burma Mines
Jamshedpur – 831 007
Phone: 91-657-27 1515-17
Fax : 91-657-27 1514

 

Jamshedpur
1290 TPD Plant
Long Tom Area
Burma Mines
Jamshedpur 831007
Phone: 91-657-27 1271 / 5544
Phone : 91-657-6628000,6628001
Fax :     91-657-27 0272

 

Jamshedpur
L Town Gate
Sackhi
Jamshedpur
Phone No : 91-657-2230586
Phone No : 91-657-6455737

 

Rourkela
Adhunik Metalik Ltd, premises
Vill. Chadri Hariharpur
Kuarmunda, Dist Sundargarh,
Rourkela -770039
Orissa

 

Mumbai
Dakshana
Sector 11, Plot No. 2
CBD Belapur
Navi Mumbai 400 614
Phone No : 91-22-27563571/84,27563778/79/81
Fax :           91-22-2756 3569

 

Taloja
Tonnage Plant
T-8 MIDC Industrial Area
Taloja – 410 208
Phone: 91-22-2741 0822 / 0432
Fax : 91-22-2741 0433

 

Taloja
Special Gases Centre
E-27 MIDC Industrial Area
Taloja – 410 208
Phone: 91-22-2741 0822 / 0432
Fax :    91-22-27410433

 

Taloja

T-25 Isp Site
Midc Taloja
Dt.Raigad-410208

 

Tarapur

Plot No. F-7/2, Road ‘C’
MIDC Industrial Area
Tarapur – 401 506
Phone: 91-2525-270253 / 270251
Fax: 91-2525-270252

 

Trichy LCS

Plot No.30/31/32,SIDCO Ind. Estate
Opp. Bharathidassan University
Mathur, Pudhukottai Distt.
Tamil Nadu – 622515
Mobile : 91-9840332291

 

Visakhapatnam

51-1-1 Nakkavanipalem
PO : PandT Colony
Visakhapatnam – 530 013
Phone: 91-891-255 1297
Fax : 91-891-255 1297

 

 

Plant location  :

Ahmedabad

Rakhial Road, Ahmedabad 380 023

 

Asansol

G T Road (West), Gopalpur, Asansol 713 304, Dist. Burdwan

 

Bangalore

Plot No.1, Phase-l, Peenya Industrial Estate, Bangalore 560058

 

Chennai

75 Vaithanathan Street, Tondiarpet, Chennai 600 081, 21E (NP), SIDCO Industrial Estate, Ambattur, Chennai 600 098

 

Faridabad

13/1 Mathura Road, Faridabad 121 003

 

Howrah

Village: Pakuria, P.O. Lakhenpur, PS. Domjur, Howrah 711 323

 

Hyderabad

Bombay Road, Sanat Nagar, Hyderabad 500 018

 

Jamshedpur

Tonnage Plant (1290 tpd ), Long Tom Area, (Behind NML), Burma Mines

Jamshedpur 831 007, Tonnage Plant (225 tpd ), Near "L" Town Gate

Opposite Bari Maidan, Sakchi, Jamshedpur 831 001

 

Jamshedpur (contd.)

Mona Road, Burma Mines, Jamshedpur 831 007

 

Kolkata

Plant Manufacturing Works, P-41 Taratala Road, Kolkata 700 088

48/1 Diamond Harbour Road, Kolkata 700 027

 

Navi Mumbai

Special Gases Centre, E-27 MIDC Industrial Area, Dist. Raigad, Taloja

Navi Mumbai 410208

 

Tonnage Plant

T-8 MIDC Industrial Area, Post Bag No. 12, Dist. Raigad, Taloja

Navi Mumbai 410 208

 

Taloja ISP Plant

T-25, MIDC Industrial Area, Dist. Raigad, Taloja, Navi Mumbai 410208

 

Tarapur

Tonnage Plant, Plot No. F-7/2, Road C, MIDC Industrial Area

Tarapur 401 506, Dist. Thane

 

Visakhapatnam

51-1-1 Nakkavanipalem, P.O. P and T Colony, Visakhapatnam 530 013

 

 

DIRECTORS

 

Name :

Mr. Jasdish Narain Sapru

Designation :

Chairman

 

 

Name :

Mr. Sanjiv Lamba

Designation :

Managing Director

Age:

40 years

Qualification:

B. Com. (Hons.), ACA

Experience:

16 years

Date of Appointment:

15.11.1989

Previous Employment:

Lipton India Limited - Commercial Trainee

 

 

Name :

Mr. Susim Mukul Datta

Designation :

Chairman-Audit Committee

 

 

Name :

Mr. John Andrew Bevan

Designation :

Alternate -Peter A Hyland

 

 

Name :

Mr. Robert Neil Greenfield

Designation :

Director

 

 

Name :

Mr. Michael Stewart Hugson

Designation :

Director

 

 

Name :

Mr. Jamshed Jiji Irani

Designation :

Director

 

 

Name :

Mr. David Neil Lindsay

Designation :

Director-Industrial and Special Products

 

 

Name :

Mr. Jyotin Mehta

Designation :

Nominee of ICICI Bank Limited .

 

 

Name :

Mr. Srikumar Menon

Designation :

Finance Director

Age:

52 Years

Qualification:

B. Com. (Hons), ACA

Experience:

26 Years

Date of Appointment:

Pidilite Industries Limited – Vice President

 

 

Name :

Mr. E R Raj Narayanan

Designation :

Wholetime Director

 

 

Name :

Pillappakkam Bahukutumbi Ramanujam

Designation :

Nominee of QIC

 

 

Name :

Mr. Hanuman Mai Bengani

Designation :

Head - Project Engg. Divn

 

 

Name :

Mr. Tarit K Bhaumik

Designation :

Special Projects (upto 31 March 2005)

Age:

61 years

Qualification:

B. E. (Mech)

Experience:

41 years

Date of Appointment:

16.01.1989

 

 

Name :

Mr. Roy Joseph

Designation :

Head - HR

Age:

41 Years

Qualification:

B. Com

Experience:

18 years

Date of Appointment:

04.09.2002

 

 

Name :

Mr. David William Parr

Designation :

Director

 

 

Name :

Mr. Odayalur N Venkataraman

Designation :

Director

 

 

Name :

Mr. Homiar Sorabji  Vachha

Designation :

Director

 

 

Name :

Mr. Christopher John Clough

Designation :

Director

 

 

Name :

Mr. Colin G Isaac

Designation :

Alternate Director

 

 

Name :

Mr. Peter F Owen

Designation :

Alternate Director

 

 

Name :

Mr. David Neil Lindsay

Designation :

Additional Director and Whole Time Director

 

 

Name :

Mr. Sanjay Lamba

Designation :

Additional Director

 

KEY EXECUTIVES

 

Name :

Mr. Pawan Marda

Designation :

Company Secretary

 

 

Name :

Mr. P R Ramanujam

Designation :

Nominee (GIC)

 

 

Board Committee

Audit Committee    
- Mr. Susim Mukul Datta (Chairman)
– Mr. Jamshed Jiji Irani
– Mr. Sanjiv Lamba
– Mr. Jyotin Mehta

 

Shareholders'/Investors' Grievance Committee
- Mr. Susim Mukul Datta
- Mr. Jyotin Mehta

.

Remuneration Committee
- Mr. Jamshed Jiji Irani (Chairman)
- Mr. Susim Mukul Datta
- Mr. Michael Stewart Huggon
- Mr. Sanjiv Lamba

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders (As on 31.03.2008)

No. of Shares

Percentage of Holding

 

 

 

Shareholding of Promoter and Promoter Group

 

 

Foreign

 

 

Bodies Corporate

63098891

73.99

Public Shareholding

 

 

Institutions

 

 

Mutual Funds / UTI

1904589

2.23

Financial Institutions / Banks

35654

0.04

Central Government / State Government

29

0.000

Insurance Companies

2534393

2.97

Foreign Institutional Investors

3442478

4.03

Non Institutions

 

 

Bodies Corporate

2752479

3.23

Individuals –

i. Individual shareholders holding nominal share capital up to Rs. 0.100 Millions

10139352

11.89

ii. Individual shareholders holding nominal share capital in excess of Rs. 0.100 Millions

1263082

1.48

Any other Specify

 

 

Trust

6014

0.01

Clearing members

107262

0.13

Total

85284223

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Marketing of Air Separation Unit Gases, other Cylinder Gases and Air Separation and Gas Plants, Associated and Cryogenic equipments.

 

 

Products :

Item Code No. (ITC Code)

28044000

Product Description

Oxygen

 

 

Item Code No. (ITC Code)

28043000

Product Description

Nitrogen

 

 

Item Code No. (ITC Code)

28042100

Product Description

Argon

 

PRODUCTION STATUS

 

PARTICULARS

Unit

Installed Capacity

Actual Production

Air Separation Gases

1,000 Cu. Mts.

881250

567083

Other Cylinder Gases

1,000 Cu.Mts.

9779

987

Air Separation & Gas Plants, Associated & Cryogenic Equipment

Nos./ Sets

94

21

 

 

GENERAL INFORMATION

 

Customers :

v      Bhabha Atomic Research Centre

v      Space Research Centre

v      Institute of Plasma Research

v      Tata Institute of Fundamental Research

v      Centre for Advanced Technology

 

 

No. of Employees :

657

 

 

Bankers :

v      ABN AMRO Bank N.V.

v      Citibank N.A.

v      Punjab National Bank

v      Standard Chartered Bank

v      State Bank of India

v      United Bank of India

 

 

Facilities :

Secured Loans

31.03.2007

(Rs in millions)

From Banks

 

Term loans

113.887

Working Capital Demand Loans

90.000

Bank overdraft

248.415

Total

452.302

Unsecured Loans

 

From Banks

 

Term Loans

465.000

Total

465.000

 

Notes:-

·         The company bankers have first charge by way of hypothecation of the stocks of raw materials and component , finished goods, work in progress, stores and spare parts and book debts as security for overdraft  facility and working capital borrowings availed by the company.

 

·         Term Loan from banks are secured by way mortgage of immovable properties and hypothecation of movable properties of 1290 TPD plant at Jamshedpur, except book debts, subject to prior charge in favour of the company’s banker of the assets.

 

·         Unsecured Loans from Banks repayable within 1 years Rs. 0.465 millions (2006 - Rs. 0.759 millions).

 

 

Banking Relations :

Good

 

 

Auditors :

Price Waterhouse

Chartered Accountants

 

 

Associates/Subsidiaries :

v      England - Boc Limited

      Edwards High Vacuum International Limited

v      France – Cryostar - France Sa

v      Singapore - Boc Gases Pte Limited

v      Thailand - Thai Industrial Gases Public Company Limited

v      United States of America - Boc, Inc

 

 

Holding Company :

The BOC Group pic.

 

 

CAPITAL STRUCTURE

 

(As on 31.12.2007):-

 

Authorised Capital :

No. of Shares

Type

Value

Amount

86000000

Equity Shares

Rs. 10/- each

Rs.860.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

49084200

Equity Shares

Rs. 10/- each

Rs.490.842 millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2007

(9 Months)

31.03.2007

31.03.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

490.800

490.800

490.800

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

3246.000

2819.700

2517.200

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

3736.800

3310.500

3008.000

LOAN FUNDS

 

 

 

1] Secured Loans

150.000

452.300

328.300

2] Unsecured Loans

2040.000

465.000

759.000

TOTAL BORROWING

2190.000

917.300

1087.300

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

5926.800

4227.800

4095.300

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

3350.700

3017.100

2903.000

Capital work-in-progress

2888.100

1268.500

206.700

 

 

 

 

INVESTMENT

150.000

150.000

290.100

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

394.600

281.800

389.300

 

Sundry Debtors

571.500

706.500

857.300

 

Cash & Bank Balances

11.300

13.200

624.700

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

907.300

921.100

818.600

Total Current Assets

1884.700

1922.600

2689.900

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

1783.300

1586.300

1684.200

 

Provisions

563.400

544.100

310.200

Total Current Liabilities

2346.700

2130.400

1994.400

Net Current Assets

[462.000]

[207.800]

695.500

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5926.800

4227.800

4095.300

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2007

(9 Months)

31.03.2007

31.03.2006

 

 

 

 

Sales Turnover

3271.900

4965.800

5609.300

Other Income

134.600

391.800

640.500

Total Income

3406.500

5357.600

6249.800

 

 

 

 

Profit/(Loss) Before Tax

849.300

680.600

1218.700

Provision for Taxation

232.700

234.600

432.400

Profit/(Loss) After Tax

616.600

446.000

786.300

 

 

 

 

Export Value

36.990

79.707

33.400

 

 

 

 

Import Value

1077.240

1315.769

718.982

 

 

 

 

Expenditures :

 

 

 

 

Manufacturing Expenses

293.400

554.300

587.700

 

Administrative Expenses

477.800

618.500

617.600

 

Raw Material Consumed

604.300

807.600

1597.400

 

Increase/(Decrease) in Finished Goods

0

144.200

0

 

Salaries, Wages, Bonus, etc.

252.200

326.400

322.100

 

Interest

25.000

69.100

60.400

 

Power & Fuel

361.800

1726.400

1108.700

 

Depreciation & Amortization

241.300

344.100

248.000

 

Other Expenditure

436.000

622.800

624.600

Total Expenditure

2557.200

5213.400

5031.100

 

QUARTERLY RESULTS

 

Year

31.03.2008

30.06.2008

Type

1st Quarter

2nd Quarter

Sales Turnover

1311.200

1361.200

Other Income

139.400

35.300

Total Income

1450.600

1396.500

Total Expenditure

1099.100

1123.900

Operating Profit

351.500

272.600

Interest

-62.800

-69.300

Gross Profit

414.300

341.900

Depreciation

84.500

85.800

Tax

55.800

92.400

Reported PAT

257.800

169.300

 

KEY RATIOS

 

Year

31.12.2007

(9 Months)

31.03.2007

31.03.2006

Debt-Equity Ratio

0.44

0.32

0.35

Long Term Debt-Equity Ratio

0.39

0.25

0.33

Current Ratio

0.79

1.01

0.97

TURNOVER RATIOS

Fixed Assets

0.70

0.86

1.03

Inventory

12.90

14.80

18.79

Debtors

6.83

6.35

8.63

Interest Cover Ratio

10.18

7.23

13.44

Operating Profit Margin(%)

15.15

16.99

18.89

Profit Before Interest And Tax Margin(%)

7.78

10.06

14.47

Cash Profit Margin(%)

12.27

12.58

12.95

Adjusted Net Profit Margin(%)

4.89

5.65

8.53

Return On Capital Employed(%)

6.71

12.07

22.66

Return On Net Worth(%)

6.09

8.95

17.82

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History

 

Subject is a member of BOC Group, is the second largest Industrial Gases Company in the world. Subject was promoted by the BOC group, UK, as a private limited company, in the name of Indian Oxygen and Acetylene Company, in Jan.'35. It was converted into a public limited company in Jan.'58. The company's name, changed to IOL in 1989, was again changed to the existing one with effect from Feb.'95. 

 
Subject is the market leader in industrial / medical gases in India. It has tonnage plants at Jamshedpur, Navi Mumbai and Tarapur, and smaller plants spread over the country. It is also a major manufacturer of cryogenic and non-cryogenic plants and vessels, as well as a dealer in health-care equipment and accessories of international brands. In Aug.'93, subject came out with a rights issue at a premium of Rs 20, aggregating Rs 296.7 to part-finance a tonnage plant for simultaneous production of liquid oxygen, nitrogen and argon, with an installed capacity of 110 tpd at Taloja, Maharashtra. The estimated cost, as appraised by ICICI, was Rs 610 the plant went on stream in 1994. 

 
In 1992-93, subject received the ISO 9001 accreditation for its manufacturing facilities of cryogenic stainless steel and carbon steel pressure vessels. In 1994, it also received the ISO 9002 certification for its Tarapur unit, from RWTUV, Germany. 

 

A Rights Issue was made vide Letter of Offer dated 11 July 1997 to finance primarily the 1290 tonnes-per-day Jamshedpur project. The plant at Jamshedpur was commissioned on 1 September 1998. 

 
The company closed down its Asansol Unit in Sep.'98 and Ghatkopar Unit in Apr.'99 in keeping with the company's policy of improving productivity and doing away with inefficient operations. 

 
In Feb. 2001, subject entered into a strategic alliance with Bharat Petroleum Corporation (BPCL) for distribution of liquefied petroleum gas (LPG). The Company's Contracts Division has successfully designed and commissioned a pilot Helium recovery Plant at Bakreshwar in West Bengal, to extract Helium from geo-thermal springs. The division also secured an order for three 600 cubic metres per hour Pressure Swing Adsorbtion (PSA) Nitrogen plants from a major customer 

 
The 225 tonnes per day plant at Jamshedpur commenced commercial production on 1 August, 2003. Other major projects undertaken during the year 2003-2004 include a cryogenic nitrogen generator for a large oil PSU, Tank Vapour Recovery System for another oil and gas major and a Vacuum Pressure Swing Adsorption plant for producing oxygen for a leading manufacturer of stainless steel. 

 
During 2004-2005, the Project Engineering Division is at an advanced stage of installation and commissioning of a 1260 tpd Air Seperation Unit (ASU) for a steel major at Dolvi and is also executing the two major in-house projects for setting up the 855 tpd and 65 tpd ASUs at Bellary and Medak respectively. During the year, two prestigious projects viz 2x55 tpd Vaccum Pressure Swing Adsorbtion plants for Kochi Refineries and compressed air facilities for National Aerospace Laboratory were commissioned. 

 
The compressed gases site rationalization programme launched as project (SIGMA) (Strategic Intervention to Gain Market Advantage) gained momentum during the year. A new world class compression facility was commissioned at Bangalore in August 2004. A New liquid compression plant at Taloja Special Gases site has been commissioned in February, 2005. The capacity of Air Seperation Gases , Other Cylinder Gases and Air Seperation and Gas Plants, Associated and Cryogenic Equipment stood at 881250 000'CUM, 9779 000'CUM and 94 Nos/Sets respectively. 

 

Financial Performance 

Turnover for the 9 months period ended 31 December 2007 at Rs. 3271.92 million as against Rs.4965.82 million in the previous year 2006-07 recorded a decline of about 12% on an annualised basis. The operating profit during the period after depreciation and interest but before exceptional item was similarly 27% lower on an annualised basis as compared to the previous year. While the gases business achieved a growth of 9% on account of higher sales of liquid argon, liquid nitrogen and new products like refrigerants etc., the decline in total turnover during the period was mainly due to lower Project Engineering billings to the tune of Rs.55.69 million as compared to Rs.569.82 million in the previous year in connection with the sale of plant and machinery and components to Bellary Oxygen Company Private Limited . for the construction of their 855 tpd plant.

 

Turnover and profits during the period was further impacted as the Company's 1290 tpd plant at Jamshedpur could not be operated for a period of 23 days during the quarter ended 30 June 2007 due to a planned shutdown taken for major overhaul of the plant. Higher maintenance cost of the plant, purchase of liquid products and additional costs incurred to transport them to meet the customers' demand during the period of shutdown also eroded margins. The increase in power tariff in Maharashtra over last year, also impacted the profitability as the entire cost increase could not be passed on to the customers. 

 
Following the shifting of operations of the erstwhile PGP plant at Sanatnagar in Hyderabad to the site of the Company's 65 tpd plant at Medak district in the State of Andhra Pradesh, land and buildings at Sanatnagar were disposed of resulting in an exceptional income of Rs.609.19 million.

 

The residual interest in the property retained by the Company has also been disposed of in the first quarter of 2008. 
 
Total Profit before Tax during the 9 months period jumped to Rs.849.36 million, which includes profit of Rs.609.19 million from sale of land and buildings in Hyderabad. Net Profit after tax during the 9 months period was at Rs. 778.38 million. 

 

Industry Developments 

The gases business is capital intensive and requires large investments in manufacturing units, distribution assets and storage networks to service bulk volumes at competitive prices. The industry comprises of large captive users in steel, fertiliser and refinery sectors and a large number of merchant liquid customers primarily in metal, glass, automobile, petrochemicals and pharmaceutical sectors, besides customers for medical gases. Merchant market has continued to show growth on the back of robust growth seen in construction, automobile and healthcare sectors.

 

Additionally, gases applications in the electronic sector have opened new avenues of growth. 

 
The gases industry typically follows its end use segments. Higher growth in end use segments such as steel, petrochemicals, glass and chemicals in last year have created significant incremental demand for gases in these sectors. This growth is being met mainly by'Build Own Operate' (BOO) type of supply scheme opportunities arising from the trend of captive users increasingly outsourcing their gases requirements to the gases specialists, while focusing on their core competencies. 

 
The gases industry is poised for a quantum jump on the back of robust growth experienced in various end user segments. The annual production target of 110 million tonnes of steel by 2020 set by the Government in the national steel policy is likely to be achieved much ahead of the plan as most of the major steel producers in the country have announced modernisation and expansion of their existing steel making capacities.

 

Several global steel majors have also been exploring opportunities for setting up large steel capacities in India. With this exponential growth in steel sector, the demand for gases, in particular, oxygen will continue to witness a substantial increase. Opportunities for growth also arise from the increasing Government focus in streamlining of its policies in new application areas such as electronics and food processing. Besides, the boom in construction and automobile sector in India is also providing a strong fillip to the demand for nitrogen and argon. 

 

The Company continues to be the leading gases company in India and has aggressive growth plans to maintain its leadership position in the market place. However, other global gas players are also trying to increase their market presence and their sphere of activities in the country. Apart from these major global players, the market is also served by several regional and local gas companies, including those operating their own plants. With large-scale capacity additions in the gases industry, competition in both bulk and merchant markets is likely to intensify, which may adversely impact margins. 

 

Business Segments 

The Company had been reporting its primary business segments as "Process Gas Solutions" and "Industrial and Special Products" till 31 March 2007. As informed in the last year's report, arising out of a reorganisation of the Company's operating model resulting from Linde's acquisition of The BOC Group plc, the Company has reclassified its business segments with effect from 1 April 2007 into two broad segments, viz. Gases and Related Products and Project Engineering. 


Gases and Related Products 

The Gases and Related Products segment comprises of gases in Bulk and Packaged Gases and related products. Gases in Bulk consists of liquid oxygen, nitrogen and argon and the Packaged gases consists of industrial, medical and special gases packaged in cylinders. Business in the market has continued to remain buoyant as a result of high level of economic dynamism in the country. 

 
During the period, the turnover of the gases business achieved a growth of about 9% over the corresponding period of the previous year.

 

This growth was achieved on the back of higher sales of liquid argon, liquid nitrogen, medical engineering services and from new products such as refrigerants, fire suppressants, welding and safety products. The Company achieved a quantum jump in the turnover from argon and argon mixtures, thereby maintaining its leadership in the country in this product segment.

 

The healthcare business grew by about 13% mainly driven by medical engineering services. The special gases and welding and safety products business also showed remarkable growth of about 28% and 86% respectively, though on a small base. The welding and safety products business has good synergy to their gases business, particularly in fabrication sector and the initial response from the market is quite encouraging. The growth in the gases business is considered satisfactory as it was achieved despite a planned shutdown of the 1290 tpd plant at Jamshedpur taken for carrying out major overhaul and repairs to the plant, which lasted for 23 days. The performance of the 1290 tpd plant has since improved despite the lower off take of pipeline gas supplies by the customer. 
 
All other tonnage plants of the Company at Jamshedpur (225 tpd), Taloja, Tarapur and that of its joint venture company at Bellary are operating at full capacity and their performance have been satisfactory. 

 
The project for 1800 tpd plant at Bellary works of JSW Steel which is being executed by the Company's Project Engineering Division on scope split basis with Linde Engineering is expected to be commissioned in the third quarter of this financial year. The Company has also initiated construction of a merchant ASU in the State of Uttarkhand. These new plants are expected to significantly step up the turnover of the Company, thereby contributing to improved profitability, besides helping maintain its market leadership as a truly national gases company. 
 
The Company is proud to have won the 5 year contract for supply of electronic gases to Moser Baer, the country's first and single largest "photo- voltaic" investment. The contract with Moser Baer covers designing, installation, operation and maintenance of an electronic gases supply system and supply of speciality gases to them. This is in line with the Group's global strategy to steadily make inroads into emerging applications and alternate energy is one of them. 

 
The Company won two new on site supply scheme opportunities (ECOVAR)TM for supply of gases to GKN Sinter Metals and Electrosteel Castings. The construction of these plants is progressing as per schedule. The Company is also in the process of commissioning the 100 tpd plant at the Rourkela site of Adhunik Metaliks. The Company continues to pursue similar (ECOVAR)TM opportunities which includes supply of hydrogen from an onsite plant. 

 
The Cryospeed TM service which is a specially designed vehicle to transport liquid gases to customers sites, that was launched last year has been very successful and provides a competitive advantage to the Company. 

 
During the period, the Company continued to focus on packaged gases and products business and commissioned new modern liquid compression plants at Bhiwadi in Rajasthan and Medak in Andhra Pradesh. The operations of the old Faridabad site have been shifted to Bhiwadi and the old site at Faridabad has been closed. The Company also commissioned another state of the art liquid compression facility at the site of its 65 tpd plant at Medak near Hyderabad. The operations at the old site at Sanatnagar in Hyderabad have been shifted to the new site at Medak. The Company is making substantial investments in adding distribution resources such as Vacuum Insulated Transport Tankers and Cylinders to overcome constraints and improving distribution efficiencies of the liquid and packaged products. 

 
Project Engineering Division (PED) 

This segment comprises manufacture and sale of cryogenic and non- cryogenic vessels as well as designing, supplying, testing, erecting and commissioning of projects. 

 
Project Engineering Division turned in a robust performance during the 9 months period with turnover at Rs. 405.29 million for third party projects in addition to executing in-house projects worth Rs 1545.72 million, which however do not account for the turnover. As against Rs.1545.72 million during the period, the Division had executed in house projects of only Rs.190.48 million in the previous year.

 

In keeping with its successful track record of executing projects, the Division successfully commissioned during the year, a 220 tpd ASU at Jindal Stainless at Hisar 

 
The Division is currently engaged in the execution of several in-house projects, prominent amongst them is the 1800 tpd ASU at the steel works of JSW Steel at Bellany, Karnataka. The construction of the plant is progressing as per schedule. Besides, the Division has also initiated construction of a 220 tpd merchant ASU in north India in the State of Uttarkhand. 

 
The Division, in collaboration with Linde Engineering was successful in winning several large orders for third party plant sale including a 700 tpd ASU order from Rourkela Steel plant, another 2x750 tpd ASU order from IISCO Burnpur and a large hydrogen PSA plant order from Bongaigaon Refinery. The Division maintained its leadership in cryogenic nitrogen generators by winning several orders including those from Bongaigaon Refinery, another repeat nitrogen generator order from Indian Oil, Haldia and one from Bina Refinery. As on 31 December 2007, the Division has an order book position of Rs. 4521 million, which is at its all time high. 

 
Plant Manufacturing Works, the fabrication facility of Project Engineering Division, continues to manufacture cryogenic storage tanks and provides support to the Gases business. 

 
The Division has successfully collaborated with Linde Engineering in the past as their technology partner and the merger of subject with Linde AG further strengthens this association. Post merger, PED with the support from Linde Engineering has won several prestigious projects in India. This consortium expects to win several projects on the strength of Linde Engineering's cutting edge technology complemented by Project Engineering Division's local capabilities and execution skills to suit the Indian industry. 

 
Third party orders in hand stands at Rs. 4646 million including an order for Rs. 213.10 million recently received from SAIL for Rourkela Steel Plant. 

 


Finance 
Cash generation from operations for the 9 months period ended 31 December 2007 at Rs.549.75 million showed a decline of around 12% on an annualised basis as compared to the previous year. This was mainly due to collections made from Bellary Oxygen Company Private Limited in the previous year against sale of the 855 tpd plant to the joint venture company during the previous year. 

 
Capital expenditure of Rs.2201.19 million (Previous Year Rs. 1531.10 million) during the period was mainly towards 1800 tpd Air Separation Unit at Bellary, new liquid compression sites at Bhiwadi and Medak and capital advances for procurement of cylinder and distribution resources. 

 
The interest cost of the Company decreased from Rs. 52.50 million in the previous year to Rs. 18.84 million during the period, which reflects a decline of about 52% on an annualised basis over the previous year. This is mainly owing to capitalisation of interest on borrowings for the ongoing projects. 

 
In line with the special resolution passed by the shareholders at the Extra Ordinary General Meeting held on 5 December 2007, the Company made a preferential issue of 36200000 equity shares of Rs.10 each at an issue price of Rs.165 per equity share to The BOC Group plc, a wholly owned subsidiary of Linde AG in compliance with the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. The said shares were allotted on 19 January 2008 after receipt of the subscription amount of Rs.5973 million in cash. As a result of this equity injection, the shareholding of The BOC Group in the Company has increased from 54.8% to 73.99% of the paid up share capital. The Company has since repaid most of the high cost borrowings and the temporary surplus cash of Rs.4210 million has been parked in fixed deposits of varying tenors with the banks, which will be utilised over next year in ongoing projects and new investment opportunities being pursued by the Company. 
 
The Company has transferred a total sum of Rs. 0.06 million of matured deposits and interest thereon to the Investor Education and Protection Fund pursuant to Section 205C of the Companies Act, 1956. 

 
Public Announcement/Open Offer by The BOC Group plc 

Consequent upon the acquisition of 36200000 equity shares of Rs.10 each in the Company by way of preferential allotment, The BOC Group plc (Acquirer) along with BOC Holdings, Linde Holdings Netherlands BY and Linde Finance BY as persons acting in concert made a public announcement to the shareholders of the Company on 22 January 2008 in compliance with Regulation 11(1) of the SEBI Takeover Regulations, 1997 as amended to date.

 

As per the public announcement, The BOC Group pic has along with the persons acting in concert made a cash offer to the shareholders of the Company to acquire up to 20% of its total expanded voting capital at a price of Rs.165 per equity share of Rs. 10 each as per Regulation 11(1) of the SEBI Takeover Regulations, 1997. The Acquirer is awaiting observations on the draft Letter of Offer filed with SEBI in this regard. 

 
Prescribed Particulars 

The prescribed particulars required under Section 217(1)(e) and 217(2A) of the Companies Act, 1956, read with the Rules made there under as amended up to date are given by way of Annexure to this Report. 

 
Human Resources 

The Company successfully implemented a new matrix organisation structure in line with that of The Linde Group. The Linde Group recently articulated its vision of becoming a leading global gases and engineering group admired for its people who provide innovative solutions that make a difference to the world. The Company is committed to this global vision of the Group and truly believes that its success is based on the skills and competencies of a team of motivated employees. To this end, the Company's senior management team participated in The Linde Group Asia Culture Workshop aimed at creating a shared understanding and alignment with new Linde culture and values amongst the employees in the South and East Asia Region. 

 
As a member of The Linde Group, the Company continued to attract and select best talent not only from premier engineering and management institutes but also from the best in industry pool. Training and Development continued to contribute towards the development of their employees through various internal and external training initiatives. 
 
Internal changes fuelled by external dynamics stimulated some amount of employee turnover. To combat this challenge, various focused initiatives towards introducing HR Best Practices have already been rolled out and work has been initiated to introduce a robust performance management system, career and succession planning and nurturing of high potential talents. One of the several recent HR initiatives includes compensation restructuring to align the same with those prevailing in comparable companies. 

 

Safety, Health, Environment and Quality (SHEQ) 

Safety has been integral to the business performance of the Company and continues to receive focus throughout the Company. Effective implementation of their SHEQ policy is of key importance to all their employees, partners in business and their customers. Behaving responsibly towards other people and their environment is key to the long term success of their business. 

 
Subject has a dedicated SHEQ department that manages all related activities within the country and liaises and derives support from the Regional Business Unit. 

 
Their SHEQ policy is a set of guidelines designed to ensure continuous improvement in production process and transport safety, occupational health, environment protection and product quality standards across the Company.

The conduct guidelines set out in the policy align with their core principle: "At The Linde Group, we don't want to harm people or the environment". The systematic SHEQ management approach makes a substantial contribution to limiting risks to all employees, contractors and customers. To increase awareness in SHEQ related areas and help proper implementation of initiatives, the Company is conducting intensive training for its own employees and those of its customers. Their SHEQ policy extends far beyond a call for compliance to regulatory requirements. The Company's senior management team strives to set a strong example by walking the talk and providing strong visible leadership in this area. 

 
Outlook 
The Indian economy has grown at a healthy rate of over 8% for the last three years and is expected to maintain a high GDP growth rate in the near future. The high level of economic activities in India is expected to impart buoyancy in the business and industrial scenario in the country. As a result of this buoyancy in the industrial activity, the gases industry is poised for sustained growth in the near future. The recent trend of captive users in steel, petrochemicals and refinery sectors increasingly opting for outsourcing their gases requirement is resulting in increasing number of tonnage opportunities in the gases business. 

 
The Government's National Steel Policy 2005 had projected the country's steel making capacity to touch 110 million tonnes per annum by 2020. The recent developments however indicate that this projected capacity will be commissioned well ahead of 2020. The surge in steel demand and sustained upturn in this industry will continue to benefit the Company as a major player in the gases industry. 

 
The directors believe that despite fears of a global recession, domestic demand in the country will provide sufficient fillip and resilience to the growth of the economy and the core industries sector. The Company is bidding for certain large and prestigious tonnage opportunities and with the support of The Linde Group, is well positioned to take advantage of the emerging opportunities in the industry. 

 
As the Indian economy matures, the demand for liquid nitrogen will continue to increase in line with similar pattern seen in developed economies of the West. This augurs well for the gases industry and the Company Is well positioned to benefit from this development. 

 
Special gases business is also showing impressive growth. With double digit growth in this segment, this will be a key focus area in the years ahead. 

 
New product lines like hydrogen, C02 etc. also offer a lot of promise.

 

Significant growth in the hydrogen application processes such as speciality chemicals, edible oils, solar cells, optical fibres etc. is fuelling growth for merchant hydrogen. 

 
The solar cell of Photo Voltaic industry is another sunshine sector and offers significant potential for the gases industry. The Company is closely pursuing growth in this sector. With major wins at Moser Baer, the Company has already established a clear lead over the other players in the gases industry. 

 
Emerging applications in industries such as glass, oil, electronics, fibre optics and food would also contribute to the growth of the industrial gases sector. The Company has restructured its hospital care business towards maintaining its leadership position in the healthcare segment. In summary, the outlook for the Company looks promising. 
 
Internal Control Systems and their adequacy 

The Company has an adequate system of internal control commensurate with the size and the nature of its business, which ensures that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorised use and removal. 

 
The internal control system is supplemented by documented policies, guidelines and procedures and an extensive program of review carried out by the Company's Internal Audit function which submits detailed reports periodically to the management and the Audit Committee. 

 
The Company's statutory auditors have, in their report, confirmed the adequacy of the internal control procedures. 
 
Corporate Governance 

The Company is committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. A separate report on Corporate 

 
Governance along with the certificate of the Auditors, Messrs BSR and Company, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed. 


Corporate Social Responsibility 

As a member of The Linde Group, the Company focuses on the quality and reliability of products and technologies and sense of responsibility towards other people and the environment. During the period, the Company took several initiatives as a responsible corporate citizen such as organising blood donation camp with active participation from employees, promoting sports for healthy lifestyle and supporting an NGO working for restoring of a secured future for all socio-economically deprived children. 

 

Fixed assets

v      Land - Freehold

-          Leasehold

v      Buildings

v      Plant and Machinery

v      Motor Vehicles

v      Office Equipment and Furniture

 

WEBSITE DETAILS:-

 

History and Early Years

The year was 1880 when Arthur and Leon Brin took out the first of their patents on a process for separating oxygen, they clearly believed they were on the brink of something big. But not even they could have imagined they were embarking on a voyage through more than 100 years of modern industrial history - a voyage in which the company of their creation pioneered developments that have helped to shape the world as they know it today.
Oxygen's earliest commercial use in limelight may have been confined to the music hall, but the Brin brothers' dogged determination in those early days ultimately ensured a vital role for it in all kinds of modern industries and sciences - from food and medicine to engineering and computer technology. Fundamental to life itself, oxygen has become indispensable to the way they live. And since then Arthur and Leon established Brin's Oxygen Company Limited. or BOC - as it went on to become - oxygen has played a leading role. Today subject is the 2nd largest industrial gases company in the world and the most global.

Subject formerly known as “IOL Limited.” and “Indian Oxygen Limited .” is a subsidiary of The BOC Group, plc. U.K. The BOC Group is one of the largest producers of industrial gases in the world and one of the most successful and leading multinational companies of U.K. It has presence in over 50 countries employing over 46000 people and has recorded turnover of GBP 4323.2 millions for its accounting year ended 30 September 2003.

Subject was set up in 1935 in Kolkata. Through seven decades of operations, it has established itself as provider of complete solutions in gases business to the Indian industry. BOCI embodies the best of international technology and safety standards.  With more than 20 production facilities, including one of Asia's largest air separation units; 40 warehouses and depots; 100 dealers; more than 100 dedicated tankers in the distribution fleet; - BOCI provides an extensive geographic reach, thus bringing it closer to its customers in any part of the country. Headquartered in Kolkata, Subject employs 654 people and serves more than a lac customers.

Today
The company has two divisions, the gases division and the project engineering division. The gases division contributes about 90 per cent of its turnover. The Gases and related products comprise two main lines of businesses  viz. Process Gas Solutions (PGS) and Industrial and Special Products (IandSP). 

PGS provides products and solutions in tonnage and merchant markets and pipeline business. It caters to a wide range of industries in metals, refining, petrochemicals, fibre optics, food, glass and others. The company’s operations include a 1,290-tpd plant at Jamshedpur that was set up for Tisco (Tata Iron and Steel Company) In addition; it has commissioned a 225-tpd gaseous oxygen plant for Tisco in July 2003. It also has 120-tpd plants at Taloja, Tarapur and Dolvi.

I and SP develops and delivers packaged products and solutions and caters to industries such as fabrication, medical, scientific research and hospitality etc. BOCI currently has several ISP (Industrial and Special Products) operation sites across the country. Significant among them is a compression station at Kona, West Bengal. The company also recently reopened its Asansol unit. The commissioning of a modern LCS facility at Asansol is a landmark for Subject and consistent with its strategy to provide world class product and service offerings to its customers in the important industrial belt of West Bengal. The new facility uses cryogenic liquid pumps instead of conventional gas compression facility, thereby ensuring the highest level of purity across product range. The Subject Asansol Unit will give the industrial belt of Asansol, Durgapur and Ranigung a better, reliable and convenient option for customers - providing them with a wide range of product and services. This unit will further strengthen Subject position in West Bengal market and consolidate its market leadership in this important region.

Subject PM Works in Kolkata was the first in Eastern India to receive an ISO 9001 accreditation in January 1993. Today many of their production units are certified to ISO 9001-2000, while Jamshedpur 1290 and Taloja tonnage plant have ISO 14000 accreditation.

Subject has reported significant topline and bottomline growth for the year ended 31st March 2005. The turnover of the company during this period is Rs. 4243.5 million (underlying growth of 10% after adjusting for power de-escalation) and net profit after tax is Rs. 261 million. Increased sales volumes, improved price realisations, increased operating efficiencies and significant reduction in financing costs drove this improved financial performance. The profit before tax for the year is Rs 456 million.

Industrial Gases

Delivering a quality product safely, and on time; first time and every time; is the hallmark of Subject. This has helped the company to maintain its position as the largest Industrial Gases Company in India.


The company has an enviable range of Industrial Gases that includes Atmospheric Gases and Process Gases. These are manufactured through an economical Cryogenic (low temperature) process which gives Subject  a unique platform to offer any category of gases in pure form or in mixtures for a wide variety of industrial applications.

Medical Gases

When it comes to the administration of medical gases, a second's delay or the slightest contamination can make the difference; in a cardiac attack; in the operation theatre; in a respiration crisis-BOC is the name you can count on.

Subject the largest supplier of Medical gases in the country has carved a niche by dint of its impeccable performance for the last six decades.


BOC Medical (division of BOC India Limited) has recently launched Oxyline™ -the one of its kind Mobile Medical Oxygen Delivery Unit to cater to individual patients and smaller medical units. This service has been introduced in Kolkata, Hyderabad, Chennai and Bangalore. The service will be extended to rest of the metros in the current year.

Specialty Gases

When Accuracy, Traceability and Stability are the critical issues, and the slightest contamination can adversely impact safety or productivity, most manufacturers rely on Subject's specialty gases. These special gases and mixtures are primarily used for calibrating different sophisticated analytical instruments across industry segments.

Subject offers over 20,000 special gases and mixtures catering to the needs of industries like Petrochemicals, Pharmaceuticals, Electronics, Semi-conductor, Paper, Cement, Power, Refineries, Hospitals and Universities.


Access to global technology through the BOC Group helps them to ensure that their customers in India can access the benefits of global technology. In the year 2000, the Group spent more than £50 million on R and D to add new gases and applications to the existing repertoire


Safety Practices

Subject  follows the IMSS (Integrated Management Safety Standards.) system, wherein all safety systems and procedures are defined for the plant operations. They also Practice BOP (Best Operating Practice) wherein all the best systems from all over the group companies are implemented to have safe and productive systems.

 

 

BOC - The Gases Specialist

Global expertise adapted for the Indian needs - this is the mantra which BOCI has been using for the last 70 years to satisfy its customers. They supply more than 20,000 gases and mixtures - that make steel plants more efficient, help conserve their environment, preserve food, help hospitals to sustain lives and in general……make their customers more productive.

The company started operations in India in 1935 as the Indian Oxygen and Acetylene Company. It has since evolved into a subsidiary of the BOC Group, bringing you the best international technology and safety standards, while catering to the needs of a wide variety of industries.

More than 20 production facilities, including one of Asia's largest air separation units; 40 warehouses and depots; 100 dealers ; more than 100 dedicated tankers in the distribution fleet; - all this and more give BOC a geographic reach which puts them close to their customers in any part of India.

Subject has four focussed business areas:

Subject  wins another major onsite contract from JSW Steel Limited subject to set up its biggest plant in Asia to meet demand for expansion at JSW Steel

Information is today's differentiating factor; and information technology provides the cutting edge to organisations to become and remain #1.

 

Subject has invested almost Rs. 100 million over the last 24 months, in revamping its Information Technology platforms; It was one of the earliest to implement SAP in India in 1998. SAP is a German ERP solution, which has been implemented in more than half of the Fortune 500 companies. The entire project is currently handled by an in-house team of IT experts who provide a powerful combination of business process experience with IT knowledge.

 

Their production and distribution points are connected through an extensive network of VSATs; all this helps BOC optimise its customer service and response levels.

 

In the coming days, their customers can look forward to increased web based interaction with BOCI which will help them to reduce their transaction and query costs.

 

Subject regards protection of environment as an important objective and is committed to minimising any adverse effect of its operations on the environment. It will achieve its goal by: 

 

·        Ensuring compliance with all relevant statutory and regulatory provisions as well as Group standards for environment protection.

 

·        Putting into operation a systematic environment management plan, which will identify the best practicable environment protection measures for all its processes and activities and compliance with the plan through regular audits and reviews.

 

·        Developing and marketing environment friendly products and services and providing information and assistance to customers, suppliers and general public towards environment protection measures.

 

·        Continually improving the environmental performance and conserving energy and other resources by providing training and awareness to all employees, and contractors’ employees.

 

Code of conduct

 

BOC global Code of Conduct for all employees

Subject a subsidiary of The BOC Group plc is committed to a set of core values- their guiding principles, contained in the BOC's global Code of Conduct, which has been fully adopted by the Company. The Code of Conduct provides a framework of the Group's ethical and legal guidelines, which help the Company as it conducts its business responsibly. The Code encompasses safety, social, environmental and good governance business principles and applies to all the company employees.

 

Code of Conduct for Non Executive Directors

In line with the BOC's global Code of Conduct, the Non Executive Directors of Subject  Limited will appropriately comply with the guiding principles and standards of business conduct underpinned in the BOC's global Code of Conduct.


 

PRESS RELEASE:-

 

BANGALORE, India, June 5, 2006 :BOC India   Limited (BOCI), a subsidiary of The BOC Group Plc. one of the world’s largest industrial gases companies, has entered into a long-term contract to supply gases for an expansion programme underway at JSW Steel Limited (JSW) at Bellary, Karnataka, southern India.

JSW Steel Limited (formerly Jindal Vijayanager Steel Limited) operates a world-class steel making facility at Bellary and is nearly doubling its capacity to 7 million tonnes a year. Under the new contract, BOCI will supply JSW Steel over 3,000 tonnes per day of gaseous oxygen, nitrogen and argon from a custom-built air separation unit (ASU). To meet this requirement BOCI will set up one of the largest build-and-operate on-site air separation plant in the country. The state-of-the-art ASU will meet all of JSW Steel’s gases requirements and additionally will produce liquid products to meet the growing demand from customers in southern India. This ASU, which will be one of BOC’s largest in Asia, is expected to be commissioned in 2008 in time to meet the requirements of gases arising from the ongoing expansion programme at JSW Steel.

Speaking on the occasion Dr. B. N. Singh, Joint Managing Director and CEO, JSW Steel Limited said, “BOC was able to provide the best technical solution for their gases requirement, this along with their reputation for quality and reliability was key in their selection of BOC to support their expansion programme.”

“They are delighted to be selected by JSW Steel for this second contract to meet all their gases requirements arising from their expansion programme. They value their relationship with JSW Steel and with the gases requirement of nearly 4500 MTPD from the expansion alone they will become BOCI’s largest customer in India,” said Mr ER Raj Narayanan, Managing Director, BOC India   Limited.

Mr. Sanjiv Lamba, Managing Director, PGS South and South East Asia, The BOC Group Plc. said, “At BOC they recognise the importance of investment in their business in India and are delighted to have an opportunity to do this at JSW Steel’s world class steel plant in Vijaynagar. They are confident that their commitment of continuous and focused investment in growth markets such as southern India will help us deliver their growth strategy in India and further strengthen their position as the leading industrial gases company in India and across Asia.”

This contract follows an earlier agreement signed last year with JSW Steel to supply its Bellary site with some 1,400 tonnes per day of oxygen and nitrogen. An ASU is currently under construction by a BOC joint venture, with commercial production expected to begin later this year. In addition to its major air separation plants in Jamshedpur, Tarapur and Taloja, BOCI has recently commissioned its latest merchant ASU in Hyderabad.

In the fiscal year ending 31st March 2006, BOC India  has registered its highest ever turnover of Rs. 5609.300 millions, recording a growth of 32% over the previous year. Net profit after tax increased by 181% from Rs. 279.700 millions to Rs. 786.300 millions. The year also witnessed several product launches and commissioning of plants across the country.

About JSW Steel: JSW Steel Limited is part of the O P Jindal Group and is one of India’s largest steel manufacturers. It is a fully integrated company having facilities from mining of iron ore to colour coated steel. It ranks among India's top business houses in turnover, size and scale of operations. JSW Steel Limited . consists of the most modern, eco-friendly steel plants with the latest technologies for both upstream and downstream processes. The company encompasses the Vijayanagar Works in Karnataka and the Tarapur and Vasind Works in Maharashtra.

About BOC: Serving two million customers in more than 50 countries, The BOC Group is one of the largest and most global of the world’s leading gases companies. It employs around 30,000 people and had total revenues of £4.6 billion in 2005.

For more than a century, BOC’s gases and expertise have contributed to advances in many industries and aspects of everyday life, including steel-making, refining, chemical processing, environmental protection, wastewater treatment, welding and cutting, food processing and distribution, glass production, electronics and health care.

About BOC India   Limited: BOC India   Limited (BOCI) is a leading player in the gases business in India since 1935. Part of The BOC Group Plc. of UK, BOCI provides a one-stop solution to every sphere of gas and gas related business. BOCI has excelled through successfully blending local innovation and adaptation with international expertise from the Group. Be it for food processing, medical, domestic or industrial use, BOC India   provides tailor-made solutions for its customers. BOCI does this while adhering to the strictest international standards of production and safety that it has come to be known for.

BOC India registers record growth in 2005-06 Board recommends 30% dividend

Kolkata, 8th May 2006:: BOC India   limited, a subsidiary of The BOC Group Plc. recorded remarkable growth in turnover and profit for the year ended 31st March 2006. The year also witnessed several product launches and commissioning of plants by the Company.

BOCI registered its highest ever turnover of Rs. 5609.300 millions, recording a growth of 32% over the previous year. Net profit after tax increased by 181% from Rs. 279.700 millions to Rs. 786.300 millions.

Increased sales volumes coupled with improved price realisation in certain product groups had a positive impact on this year’s performance. Enhanced operating efficiencies, new business wins and strong performance from Project Engineering division also contributed to the Company’s results.

The Company registered its highest ever profit, before tax and extraordinary items, of Rs 809.200 millions - growth of 78 % over that of the previous year. This excludes an extraordinary income of Rs. 474.600 millions  from sale of closed factory land in Bangalore. The profit before tax inclusive of the extraordinary income stands at Rs. 1218.700 millions.

The Board of Directors at a meeting held on 8th May 2006 have recommended a dividend of 30% (Rs. 3/- per equity share) for the financial year ended 31st March 2006, compared to 15% in the last fiscal year.

Commenting on the performance Mr. ER Raj Narayanan, Managing Director, BOC India Limited said, “They have recorded a very good year of performance with both Process Gas Solutions and Industrial and Special Products making significant contributions during the period. At BOCI they have constantly worked towards improving their service levels. BOCI has established several world class processes to ensure that their business runs safely, efficiently and with highest ethical standards.” He further added “In the coming months they would like to focus their efforts towards consolidating their current position while expanding into newer markets”

The Lines of Business performance at a glance:

PGS Business: The PGS business recorded a topline growth of 46%, in the current fiscal year, with PED registering a growth of 128%.

The highlight of PGS performance this year has been the penetration into new geographies and newer applications by the sales and business development teams, contributing to increase in turnover. Geographical expansion in Southern market has also started yielding results. The Company inaugurated its first merchant plant in Hyderabad this fiscal year after a span of 15 years. This cryogenic plant will produce liquid oxygen, liquid nitrogen and liquid argon to meet the market demands in the Southern region.

Project Engineering Division maintained its growth momentum from the previous year and contributed significantly to the PGS bottomline. It also includes plant sales to Bellary Oxygen Company, the joint venture set up to supply product to JSW Limited in Bellary.

About The BOC Group: The BOC Group, the world-wide industrial gases, vacuum and abatement technologies and distribution services company, serves two million customers in more than 50 countries. It employs some 30,000 people and had annual sales of over £4.6 billion in 2005. Further information about The BOC Group may be obtained on the Internet at www.boc.com .

ISP Business: The ISP business registered a topline growth of 19 %, in the current fiscal year.

The business recorded another milestone with the commissioning of the Chennai ISP plant - part of its rationalisation initiatives. Built over a footprint of 2.2 acres the plant introduces palletised distribution of cylinders through its palletised delivery vehicle. This new plant has facilities to fill, analyse and distribute industrial oxygen, medical oxygen, nitrogen, argon and argo-shield.

The year also witnessed the launch BOC FS125, a fire suppressant gas that is an ideal replacement for Halon. The use of Halon has been banned under the Montreal Protocol. It also introduced CARE30 for the refrigerant industry. Care30 from BOC is the most environmentally friendly gas with Zero Ozone Depleting Potential. The traditional medical gases business of BOC India Limited also witnessed a growth in the last fiscal year. During the year BOC Medical witnessed robust growth in the medical pipeline business with some big wins.

BOC India Safety Initiatives: At BOC India safety is 100% of it commitment, 100% of its time. Living by the motto the company has taken several initiatives in the current year to further its safety commitments towards its stakeholders.

About BOC India Limited: BOC India Limited (BOCI) is a leading player in the gases business in India since 1935. Part of The BOC Group Plc. of UK, BOC India provides a one-stop solution to every sphere of gas and gas related business. BOC India has excelled through successfully blending of local innovation and adaptation with international expertise from the Group. Be it for food processing, medical, domestic or industrial use, BOC India provides tailor made solutions for its customers. While providing the best solutions to its customers, BOC India has always conformed to the strictest international standards of production and safety.

About The BOC Group: The BOC Group, the world-wide industrial gases, vacuum and abatement technologies and distribution services company, serves two million customers in more than 50 countries. It employs some 30,000 people and had annual sales of over £4.6 billion in 2005.

BOC India registers another quarter of good performance

 

Kolkata, 8th May 2006:: BOC India   limited, a subsidiary of The BOC Group Plc. recorded remarkable growth in turnover and profit for the year ended 31st March 2006. The year also witnessed several product launches and commissioning of plants by the Company.

BOCI registered its highest ever turnover of Rs. 5609.300 millions, recording a growth of 32% over the previous year. Net profit after tax increased by 181% from Rs. 279.700 millions to Rs. 786.300 millions.

Increased sales volumes coupled with improved price realisation in certain product groups had a positive impact on this year’s performance. Enhanced operating efficiencies, new business wins and strong performance from Project Engineering division also contributed to the Company’s results.

The Company registered its highest ever profit, before tax and extraordinary items, of Rs 809.200 millions - a growth of 78 % over that of the previous year. This excludes an extraordinary income of Rs. 474.600 millions from sale of closed factory land in Bangalore. The profit before tax inclusive of the extraordinary income stands at Rs. 1218.700 millions.


The Board of Directors at a meeting held on 8th May 2006 have recommended a dividend of 30% (Rs. 3/- per equity share) for the financial year ended 31st March 2006, compared to 15% in the last fiscal year.

Commenting on the performance Mr. ER Raj Narayanan, Managing Director, BOC India   Limited said, “They have recorded a very good year of performance with both Process Gas Solutions and Industrial and Special Products making significant contributions during the period. At BOCI they have constantly worked towards improving their service levels. BOCI has established several world class processes to ensure that their business runs safely, efficiently and with highest ethical standards.” He further added “In the coming months they would like to focus their efforts towards consolidating their current position while expanding into newer markets”

The Lines of Business performance at a glance:

PGS Business: The PGS business recorded a topline growth of 46%, in the current fiscal year, with PED registering a growth of 128%.

The highlight of PGS performance this year has been the penetration into new geographies and newer applications by the sales and business development teams, contributing to increase in turnover. Geographical expansion in Southern market has also started yielding results. The Company inaugurated its first merchant plant in Hyderabad this fiscal year after a span of 15 years. This cryogenic plant will produce liquid oxygen, liquid nitrogen and liquid argon to meet the market demands in the Southern region.

Project Engineering Division maintained its growth momentum from the previous year and contributed significantly to the PGS bottomline. It also includes plant sales to Bellary Oxygen Company, the joint venture set up to supply product to JSW Limited . in Bellary.

ISP Business: The ISP business registered a topline growth of 19 %, in the current fiscal year.

The business recorded another milestone with the commissioning of the Chennai ISP plant - part of its rationalisation initiatives. Built over a footprint of 2.2 acres the plant introduces palletised distribution of cylinders through its palletised delivery vehicle. This new plant has facilities to fill, analyse and distribute industrial oxygen, medical oxygen, nitrogen, argon and argo-shield.

The year also witnessed the launch BOC FS125, a fire suppressant gas that is an ideal replacement for Halon. The use of Halon has been banned under the Montreal Protocol. It also introduced CARE30 for the refrigerant industry. Care30 from BOC is the most environmentally friendly gas with Zero Ozone Depleting Potential. The traditional medical gases business of BOC India   Limited also witnessed a growth in the last fiscal year. During the year BOC Medical witnessed robust growth in the medical pipeline business with some big wins.

BOC India Safety Initiatives: At BOC India safety is 100% of it commitment, 100% of its time. Living by the motto the company has taken several initiatives in the current year to further its safety commitments towards its stakeholders.

About BOC India Limited: BOC India Limited (BOCI) is a leading player in the gases business in India since 1935. Part of The BOC Group Plc. of UK, BOC India provides a one-stop solution to every sphere of gas and gas related business. BOC India has excelled through successfully blending of local innovation and adaptation with international expertise from the Group. Be it for food processing, medical, domestic or industrial use, BOC India provides tailor made solutions for its customers. While providing the best solutions to its customers, BOC India has always conformed to the strictest international standards of production and safety.

About The BOC Group: The BOC Group, the world-wide industrial gases, vacuum and abatement technologies and distribution services company, serves two million customers in more than 50 countries. It employs some 30,000 people and had annual sales of over £4.6 billion in 2005. Further information about The BOC Group may be obtained on the Internet at www.boc.com .

BOC India registers another quarter of good performance

 

Kolkata, 30th January 2006: BOC India Limited the pioneers and leaders in industrial and medical gases business in the country announced its Q3 results today. The Company’s year to date results with profit before taxes and extraordinary items at Rs. 439.100 millions for the nine months ended 31 December 2005, increased by 34.86 per cent compared to corresponding period of the previous year.

The results were driven by a strong performance of the Project Engineering business and better margins in the Gases business. The period also witnessed a substantial lowering of the interest cost to Rs 21.700 millions for the nine months period compared to Rs 34.600 millions in the same period in the previous year and contributed to the growth in profit. The board has also approved a provision of Rs. 39.900 millions for bad & doubtful debts based on an in-depth review of debtors of the Company’s Industrial & Special Products business.

The Company has continued with its impressive topline growth with Project Engineering Division making good progress on the 855 tpd plant being put up for Bellary Oxygen company Pvt. Ltd. at Bellary. The 65 tpd plant in Medak in Andhra Pradesh has just commenced trial production and is expected to give a distinct cost advantage on liquid sourcing for the South India business. The ISP site rationalization plan is also progressing per schedule with the Chennai new facility already commissioned and work now starting at Trichy and Pune sites.

During the period an extraordinary profit of Rs 474.600 millions, from sale of the closed unit at Yeshwanthpur in Bangalore resulted in the profit before tax almost trebling to Rs 900.500 millions from that of the corresponding period of the previous year.

The Company’s net Sales at Rs 3631.200 millions for the nine months grew 34 per cent over same period last year mainly due to Project Engineering business and growth in ASU gas volumes and prices.

About BOC India Limited: BOC India Limited (BOCI) is the leader in gases business in India since 1935. Part of The BOC Group Plc. of UK, BOC India provides a one-stop solution to every sphere of gas and gas related business. BOC India has excelled through successfully blending of local innovation and adaptation with international expertise from the Group. Be it for food processing, medical, domestic or industrial use, BOC India provides tailor made solutions for its customers. While providing the best solutions to its customers, BOCs India has always conformed to the strictest international standards of production and safety.

About The BOC Group: Serving two million customers in more than 50 countries, The BOC Group is one of the largest and most global of the world’s leading gases companies. It employs around 30,000 people and had annual sales of just over £ 4.6 billion in 2004.

For over a century, BOC’s gases and expertise have contributed to advances in many industries and aspects of everyday life, including steel-making, refining, chemical processing, environmental protection, wastewater treatment, welding and cutting, food processing and distribution, glass production, electronics and health care.

Two significant businesses have grown in parallel with BOCs industrial gases activities. One is BOC Edwards, supplying gases, equipment and services to the global semiconductor industry and vacuum and pressure equipment for many industrial and scientific applications. The other is Gist - a specialist logistics company serving a number of major customers including Marks & Spencer.

 


CMT REPORT (Corruption, Money Laundering and Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating BOC India  or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that BOC India  is or was the BOC India  of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the BOC India  are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against BOC India :                                                         None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against BOC India :                                                     None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against BOC India :                                                     None

 

7]         Criminal Records

No available information exist that suggest that BOC India  or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the BOC India  is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the BOC India .

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

BOC India  is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the BOC India .

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.44.89

UK Pound

1

Rs.78.86

Euro

1

Rs.63.33

 

 

SCORE and RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

8

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

---

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

Yes

--LITIGATION

YES/NO

No

--OTHER ADVERSE INFORMATION

YES/NO

No

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

Yes

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

72

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial and operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable and favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions