Auroma Coke Ltd Directors Report

The Members,

Your Directors have pleasure in presenting 26^th Annual Report and the Audited Financial Results on the operations of the Company for the financial year ended on 31^st March, 2019.

(Rs. in Lacs)

Review of operations

During the year under review, the Company generated Total Income of Rs. 2458 lacs against Rs. 1824 lacs. However, Despite higher volume of sales the PBIDT was lower at Rs. 174 lacs as against Rs. 238 lacs in the previous year. The lower PBIDT is attributable to higher cost of raw material during the year.

During the year, the Company had won arbitration proceedings against Steel Authority of India Ltd. and recognized a claim of Rs. 10.92 crores as extra ordinary income. The Company further, written off sundry balances which has been netted off from the Income from exceptional items.

DIVIDEND

The Board does not recommend any dividend for the year under review.

OTHER DISCLOSURES FOR THE YEAR UNDER REVIEW

(A) The Company has not issued any securities.

(B) Board of Directors:-

a) There has not been any change No changes in the Directors and Key Managerial Personnel has occurred. ---Mrs. Vibha Tulsyan (DIN : 00419784) retires by rotation and being eligible offers herself for reappointment.

b) The Independent Directors viz. Abhishek Kumar Chhapolika and Alok Kumar Sawa have submitted their declarations of independence as required pursuant to section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) The Board has met four times during the financial year on 1.6.2018, 14.8.2018, 14.11.2018 and 14.2.2019.

d) The Board evaluates the performance of the Board, its committees and all individual directors every year.

e) Board of Directors has formulated a risk management policy for the company. The Board has been addressing various risks impacting the company including identification of elements of risk, if any which in the opinion of the Board may threaten the existence of the company.

(C) Nomination and Remuneration Committee sec 178(1)

(D) Audit Committee :- The Audit Committee of the Board is composed of three directors viz. Mr. Abhishek Kumar Chhapolika, Mr. Alok Kumar Sawa and Mr. Prashant Kumar Tulsyan.

(E) There is no such recommendation of the Audit Committee which has not been accepted by the Board during the period under review.

(F) There are no frauds reported by the Auditors under Section 143 (12) of the Companies Act, 2013 committed by its officers or employees.

(G) The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013.

(H) The provisions of Section 135 relating to corporate social responsibility are not applicable to the Company.

(I) No material changes and commitments affecting the financial position of the Company occurred between the end of financial year to which this financial statement relates and the date of this report.

(J) The Company has in place adequate internal financial controls with reference to the financial statements. During the year under review, such controls were tested and no material weakness in the design and operation was observed.

(K) No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) of the Companies Act, 2013 with respect to Directors Responsibility Statement in respect of the financial year ended 31^st March, 2019, your Directors hereby confirm and state that -

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

f) they had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

AUDITORS

The present tenure of M/s Chhaparia & Associates, Chartered Accountants statutory auditors of the Company is upto the Annual General Meeting of the Company for the year 2022.

AUDITORS REPORT

The Auditors Report does not state any adverse observation or qualification which requires Boards explanation.

SECRETARIAL AUDIT REPORT

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Ms. Dipika Srivastav, Company Secretary in Practice is annexed.

OBSERVATION IN THE SECRETARIAL AUDIT REPORT - Non-appointment of Company Secretary and Chief Financial Officer.

The Company has since made appointments of Chief Financial Officer and Company Secretary.

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

Information required under section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are given hereunder.

(A) Conservation of Energy:

Steps taken on conservation of energy: The Company gives major emphasis for conservation of energy. The efficiency of Energy Utilization at each plant is monitored at the Corporate level every quarter in order to achieve effective conservation of energy.

Capital investment on energy conservation equipments; Nil

(B) Technology absorption: The Company has not imported any technology for production of goods. The Company has long been using indigenously developed technology for the production process.

The expenditure incurred on research and development - Rs. Nil

(C) Foreign exchange earnings and outgo : Foreign Exchange earning Rs. Nil, Foreign Exchange outgo Rs. Nil.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

The Company does not have any subsidiary, joint venture or associate.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as at 31^st March, 2019 in Form MGT - 9 is annexed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE GOVERNANCE REPORT

The Disclosure of corporate governance details in the Annual Report is not applicable to the Company pursuant to Clause 15 (2) of SEBI (LODR) Regulations, 2015 since the paid-up equity share capital and net worth of the company does not exceed Rs. 10.00 crore and Rs. 25.00 crore respectively as at the end of the previous financial year.

APPRECIATION

Your Directors wish to place on record their appreciation of the support and co-operation received from the employees, customers, suppliers, bankers, lenders, investors and Government bodies.