The Board of Directors of your Company hereby presents the 40th AnnualReport together with the Audited Financial Statements for the financial year ended 31stMarch 2020.
1. FINANCIAL PERFORMANCE:
These Financial Statements of the Company are prepared in accordance with IndianAccounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules2015 as amended notified under Section 133 of the Companies Act 2013 ("theAct") and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") and other relevant provisions of theAct. The Company discloses standalone unaudited financial results on a quarterly andaudited financial results on an annual basis. (Amount in Rs.)
|Particulars || |
For the year ended
|31st March 2020 ||31st March 2019 |
|Revenue from operations (Net) ||- ||- |
|Other Income ||10465 ||20486 |
|Profit before finance cost and depreciation ||(2270592) ||(6617379) |
|Financial charges ||3514 ||1739478 |
|Depreciation ||- ||- |
|Profit before provision for tax and exceptional items ||(2274106) ||(8356857) |
|Exceptional items ||15028550 ||- |
|Tax Expense: || || |
|Current Tax including tax of earlier years ||- ||- |
|Net Profit/Loss ||12754444 ||(8356857) |
|Other Comprehensive Income: || || |
|Items that will not be reclassified to profit or loss ||(13014750) ||(756263) |
|Income tax relating to Items that will not be reclassified to profit or loss ||3383835 ||196628 |
|Total Comprehensive Income for the period ||(3123529) ||(8916492) |
2. Operations and State of Affairs of the Company:
The Company is not carrying any business operation.
3. Subsidiary Company
The Company does not have any subsidiary within the meaning of the Companies Act 2013as on 31st March 2020.
4. Impact of Covid-19 pandemic on the business:
There is no Aluminium manufacturing unit except office. Company's office has beenclosed temporarily after the Lockdown imposed by the State Government and CentralGovernment across the country and during unlocking period Company reopened its officeaccording the guidelines issued by the States/ Central Government from time to time. Sincethere is no business operations and no employees on the role of the Company as on date.However the office is functioning. All compliances connected with SEBI/ BSE/ Company Lawmatters are handled by Practicing Company Secretaries (PCs). No employee forWages/salaries in the Company. There is severe financial constraint to meet itsoutstanding liabilities. A detailed Report has been filed with BSE.
5. Compliance under Companies Act 2013:
Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 as amended the Company has complied
with the requirements and the details of compliances under the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Rules 2015 as amended arefurnished which forms part of this Annual Report.
6. Corporate Governance Report
In compliance with the provisions of Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governance alongwith a certificate from Statutory Auditors of the Company confirming on its compliancewith the requirements of Corporate Governance as stipulated in Schedule V of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 as amended forms an integralpart of this report.
7. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (2) (e) and Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulation 2015 is forming part of this Annual Report.
8. Secretarial Audit
Ms. Arun Kumar Harsha Mysuru Company Secretary in Practice holding Membership No.A37683 and Certificate of Practice No. 14109 has been appointed to conduct the SecretarialAudit of the Company pursuant to the provisions of Section 204 (1) of the Companies Act2013 read with Rule 9 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended and the SEBI (LODR) Regulations 2015 as amended.Accordingly the Secretarial Audit Report issued by the said auditor is annexed herewithas "Annexure-I" to this report.
Secretarial Auditor observation please refer Sl.
No. VIII(a) to VIII(d) and Sl. No. X (g) i ii and h of
Secretarial Auditor's Report.
Management 's Reply:
a) The Company had been making every effort
to appoint separate individual as its Chief Financial Officer (CFO) and CompanySecretary (CS). However despite its best endeavors the Company was unable to identifyits suitable candidates in view of inter alia the Company is not carrying any businessoperation no professional company secretary/ Chief Financial Officer was interested injoining the Company since the scope of work available was very minimal limitedexposures which did create any interest for potential Company
Secretaries / Chief Financial Officer who are looking for greener pastures and theyhave their own goals and ambitions. As such the company is not able to get full timeCompany Secretary / Chief Financial Officer the Company is still looking for the saidposition. However the Company is utilizing the services of Practising Company Secretaryto ensure strict compliance of the provisions of the Company Law BSE and SEBIRegulations.
b) The Management was of the view that OR had been advised that there was norequirement to file the quarterly returns with RBI since there were no GDRs stilloutstanding and no amount raised under GDR issue was pending to be repatriated to India.The company has started the process but is delayed due to various issues. The Company hasengaged a consultant for the same and is in the process of making good of the compliance
c) The Company has started the process but is delayed due to various issues. TheCompany has engaged a consultant for the same and is in the process of making good of thecompliance
d) The Company has started the process but is delayed due to various issues. TheCompany has engaged a FEMA consultant for the same and is in the process of making good ofthe compliance.
X. (i) The Company has replied to BSE explaining the state of affairs of the Company inwhich the Company has been placed and the reasons for non-appointment of Whole TimeCompany Secretary.
(iI) The Company Managing Director and ExDirectors have made an appeal against theSEBI Adjudicating Officer Order dated 20th November
2019 before Securities Appellate Tribunal and the proceedings are on-going.
(h) The Company is severe cash crunch and the Company is intending to clear the dues toBSE at the earliest possible.
9. Cost Audit
Since there are no manufacturing activities carried out by the Company the maintenanceof cost records pursuant to Section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 is not applicable.
10. Annual Return
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure-II to this Report. The Annual Return of the Company can also beaccessed on the Company's website at www.bhorukaaluminium. com/investors.
11. Share Capital
The paid-up Equity share capital as on 31st March
2020 is Rs. 54.94 Crore comprising of 54942142 Equity shares of Rs.10/- each.
12. Directors retiring by rotation
In compliance with section 152 of the Companies Act 2013 and for determining theDirectors liable
to retire by rotation Shri Akhilesh Kumar Pandey (DIN: 03325271) Whole Time Director ofthe Company retires by rotation at the ensuing annual general meeting and is eligible forreappointment.
13. Re-appointment of Independent Director
As per the provisions of Sections 149 152 & Schedule IV of the Companies Act 2013read with the relevant Rules thereunder as amended the Company had appointed Smt.Srinivas Chandrakala (DIN: 07142316) as Independent Director at the 35th AGM ofthe Company held on 30th September 2015 for a term of 5 (five) years and her term ends on29th September 2020.
Brief details of the Directors who are proposed to be appointed/ re-appointed asrequired under Regulation 36 of the SEBI Listing Regulations are furnished in theCorporate Governance Report.
As the above-named Independent Director shall be completing her first term ofappointment on 29th September 2020 she is eligible for reappointment foranother term of 5 (five) consecutive years subject to approval of the Members by SpecialResolution. The abovenamed Independent Director had consented to her re-appointment andconfirmed that she is not disqualified from being appointed as Independent Director interms of Section 164 of the Act. The Company has also received the declaration from thesaid Independent Director stating that she meets the criteria of Independence asprescribed under Section 149(6) of the Act and under Regulation 16 (b) of SEBI (LODR)Regulations 2015 as amended and she has not been debarred from holding the office ofdirector or continuing as a director of company by SEBI/MCA or any other authority inIndia or abroad.
Based on the performance evaluation of the Independent Directors the Nomination &Remuneration Committee and the Board of
Directors of the Company at their Meeting held on 31st July 2020 haverecommended the reappointment of the aforesaid person as Independent Director for a secondterm of 5 (five) consecutive years with effect from 30th September 2020 to 29thSeptember 2025". During her tenure of appointment she shall not be liable to retireby rotation as provided under Section 152(6) of the Companies Act 2013.
14. Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015the Independent Directors of the Company have given declaration to the Company that theyqualify the criteria of independence as required under the Act and Regulations.
Also your Company has received annual declarations from all the Independent Directorsof the Company confirming that they are in the process of registering their names withdata bank maintained by the Indian Institute of Corporate Affairs ("IICA") asprescribed by the Ministry of Corporate Affairs ("MCA") under the relevant rulesand that the online proficiency self-assessment test as prescribed under the said relevantrules is applicable to them and they will attempt the said test in due course of time.
15. Board Independence
The definition of Independence of Directors is derived from Regulation 16 of SEBI(LODR) Regulations 2015 as amended and Section 149(6) of the Companies Act 2013. Basedon the confirmation/disclosures received from the Independent Directors and on evaluationof the relationships disclosed the Non-Executive Directors are Independent in terms ofRegulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act2013;
In compliance with Schedule IV of the Companies Act 2013 and Rules thereunder theIndependent
Directors met on 14th February 2020 and discussed issues as prescribed under theschedule IV of the Companies Act 2013 and also discussed various other issues.
16. Board -Evaluation
Pursuant to the provisions of Section 134 (3) (p) Section149 (8) read with Schedule IVof the Act and Section 178 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended and SEBI Guidance Note on Boardevaluation issued on January 5 2017 Annual Performance Evaluation of the Board theindividual Directors (including Independent Directors) as well as Committees of the Boardhas been carried out during the year under review. The manner of performance evaluationprocess followed by the Board is provided in the Corporate Governance Report.
17. Remuneration Policy
In accordance with the provisions of Section 178 of the Companies Act 2013 read withRules made thereunder and SEBI (Listing Obligations And Disclosures Requirements)Regulations 2015 the Company's policy on Nomination and Remuneration of Directors KMPsand Senior Management is uploaded on the website of the Company
18. Number of meetings of the Board
The Board met Four times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
As stipulated by code of Independent Director under the Companies Act 2013. A separatemeeting of the Independent Directors of the Company was held on 14th February2020 to
review the performance of Non-Independent Directors Chairman and the Board as a whole.
Also Board passed one resolution by circular resolution dated 01st April2019.
^.Directors' responsibility statement
Pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors to thebest of their knowledge and belief state and confirm that:
i) in the preparation of the Accounts for the year ended 31st March 2020the applicable accounting standards read with requirements set out under Schedule III tothe Companies Act 2013 as amended have been followed and there are no material departuresfrom the same;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at 31st March 2020 and ofthe Profit and Loss of the company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
iv) the Directors have prepared the annual accounts of the Company on a 'going concern'basis;
v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws including the compliance of
applicable secretarial standards were in place and that such systems are adequate andoperating effectively.
20. Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and rules framed thereunder M/s.E.S. & Associates Chartered Accountants ( ICAI Firm Registration No.0112365) wereappointed for a term of 5 ( Five) consecutive years as Statutory Auditors of the Companyfrom the conclusion of the 37th Annual General Meeting (AGM) of the Companyheld on 16th September 2017 until the conclusion of 42nd AGM to be held in thecalendar year 2022.
The requirement of seeking ratification of the members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2017 with effect from 7th May 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing AGM.
M/s. E. S & Associates have given their consent to act as Statutory Auditors andhave also confirmed that their appointment if made would be within the prescribed limitsunder Section 141(3)(g) of the Companies Act 2013 as amended and that they are notdisqualified for appointment. In terms of the Listing Regulations the Auditors haveconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.The remuneration payable to the Statutory Auditor shall be determined by the Board ofDirectors based on the recommendation of the Audit Committee.
The Auditors' Report to the Members on the Accounts of the Company for the year ended31st March 2020 form part of this Annual Report and their Report is qualified.
Auditors observation please refer Annexure A' to Auditors Report Sl. No. 3 andAppendix I
The Company had certain transactions with associate companies during the earlier yearsthat have been classified as interest free loan as reported earlier. The likelihood of therecovery of the loan is being unlikely the said loans are proposed to be written off bythe Company in accordance with the approval granted by the Shareholders vide theirapproval dated 27th September 2019. The Company shall be taking actions on thesame in the ensuing year.
The Company has cleared off all the bank's dues and the outstanding amount reported areas per our books and are unclaimed by the lender. The Company is intending to clear thesame under settlement to the lender as and when it is claimed / demanded.
21. Public Deposits:
During the year under review your Company has not accepted any deposit within themeaning of Sections 73 to 76 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 as amended.
22. Audit Committee
Details pertaining to composition of the Audit Committee terms of reference dates ofmeeting held and attendance of the Directors are furnished in the Report on CorporateGovernance. All the recommendations made by the Audit Committee were accepted by theBoard.
23. Risk Management Policy
The Company has formulated a Risk Management Policy. The Audit Committee and Boardreview the risk assessment. Your Directors do not foresee any elements of risk which intheir opinion may risk the Company's survival.
24. Whistleblower Policy
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 Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Policy on Whistle Blower. No personnel have been denied access to the AuditCommittee. Whistleblower Policy approved and adopted by the Board of Directors can beaccessed in our website:
25. Amendment of Policies:
The Board may from time to time make amendments to the Policy to the extent requireddue to change in applicable laws and Listing Regulations or any amendments issued byRegulators from time to time.
26. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
This provision is not applicable since the Company does not have any employeesincluding women employees.
27. Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future exceptSEBI Whole Time Member vide its order dated 22nd March 2019 has restrained theCompany Managing Director and Ex-Directors from accessing the Securities Market andfurther prohibit them from buying selling or otherwise dealing in Securities directly orindirectly or being associated with securities market in any manner directly or indirectlyfor a period of five years and also SEBI Adjudicating Officer Order dated 20th November2019 imposing a Penalty of Rs.10 .15 crore on Company and Rs.10 lakh each against
Managing Director and ex-directors of the Company. The Company Managing Director andEx-Directors have made an appeal against the SEBI Adjudicating Officer Order beforeSecurities Appellate Tribunal and the proceedings are ongoing. As this is in respect ofpurported violation in GDR issued during the year 2010.
28. Remuneration of Directors KMPs and Employees related disclosure
Disclosures pertaining to ratio of remuneration of each Director to the medianremuneration of all the employees of the Company percentage increase in remuneration ofeach director and other details as required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended. As this provision is presently not applicable sincethere is no employee on the role of the Company and also Directors were not drawing anyremuneration including sittings fees effective from 1st April 2019 consequent to theCompany is facing severe financial constraints due to non-business operation from the year2013.
29. Details of conservation of energy technology absorption foreign exchange earningsand outgo:
The information relating to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 are NIL since the Company is notcarrying any business operations.
30. Particulars of Loans guarantees or investments:
The company has not given any guarantee or given any loans or made any investmentspursuant to the provisions of Section 186 of the Companies Act 2013 during the financialyear under review.
31. Contracts and Arrangements with Related Parties
There were no materially significant transactions with the related parties during thefinancial year 2019- 20 which were in conflict with the interest of Company. Suitabledisclosures as required by Indian Accounting Standards (Ind AS 24) have been made in thenotes to the Financial Statements. All transactions with related parties are placed beforethe Audit Committee / Board for review and approval. A Policy governing the related partytransactions has been adopted and the same has been hosted on the Company's Website:
http:www.bhorukaaluminium.com/images/pdf/ Related%20Party%20Transaction %20Policypdf
32. Internal financial control
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. Details in respect of adequacy of internal financialcontrols with reference to the Financial Statements are stated in Management Discussionand Analysis which forms part of this Report.
33. Corporate Social Responsibility
As per Section 135 of Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014 as amended the Company does not fulfill the criteria ofnet worth or turnover for Corporate Social Responsibility hence the same is notapplicable to the Company. However the company tries to play its part in being a goodcorporate citizen.
34. Material changes and commitments affecting the financial position of the Company:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year (March 31 2020) underreview and the date of Report (July 31 2020).
35. Reporting of Frauds by Auditors:
The Statutory Auditors and Secretarial Auditor of the Company have not reported anyinstances of frauds under Section 143(12) of the Companies Act 2013 and the rules framedthere under.
36. Secretarial Standards:
The Company complies with all applicable Secretarial Standards issued by The Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Companies Act 2013 for the financial year ended 31st March2020.
37. Annual Secretarial Compliance Report
Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI circular no. CIR/CFD/ CMD1/27/2019 dated February 82019 the Company has obtained an Annual Secretarial Compliance Report from CS Arun KumarHarsha Practising Company Secretary confirming compliance of SEBI Regulations /Circulars /Guidelines issued there under and applicable to the Company during the yearunder review. There are observations or remarks in the said report. The Annual SecretarialCompliance Report has been submitted to BSE Ltd on 30th July 2020.
38. Certificate from a Company Secretary in Practice
A certificate from a Company Secretary in practice has been received stating that noneof the directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairsor any such statutory authority is furnished in the accompanying Corporate GovernanceReport as Annexure III
The Board wishes to place on records its sincere thanks for the continued assistancesupport and cooperation extended to the Company by its Bankers Central and StateGovernment Departments and esteemed shareholders during the difficult times.
|For and on behalf of the Board |
|Raj Kumar Aggarwal |
|Chairman & Managing Director |
|DIN: 01559120 |
|Place: Mysuru |
|Date: 31st July 2020 |