Bhoruka Aluminium Ltd Directors Report.

The Board of Directors of your Company hereby presents the 40th Annual Report together with the Audited Financial Statements for the financial year ended 31st March 2020.

1. FINANCIAL PERFORMANCE:

These Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended notified under Section 133 of the Companies Act, 2013 ("the Act") and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other relevant provisions of the Act. The Company discloses standalone unaudited financial results on a quarterly and audited 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 10,465 20,486
Profit before finance cost and depreciation (22,70,592) (66,17,379)
Financial charges 3,514 17,39,478
Depreciation - -
Profit before provision for tax and exceptional items (22,74,106) (83,56,857)
Exceptional items 1,50,28,550 -
Tax Expense:
Current Tax including tax of earlier years - -
Net Profit/Loss 1,27,54,444 (83,56,857)
Other Comprehensive Income:

 

Items that will not be reclassified to profit or loss (1,30,14,750) (7,56,263)
Income tax relating to Items that will not be reclassified to profit or loss 33,83,835 1,96,628
Total Comprehensive Income for the period (31,23,529) (89,16,492)

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, 2013 as on 31st March 2020.

4. Impact of Covid-19 pandemic on the business:

There is no Aluminium manufacturing unit except office. Companys office has been closed temporarily after the Lockdown imposed by the State Government and Central Government across the country and during unlocking period Company reopened its office according the guidelines issued by the States/ Central Government from time to time. Since there 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 Law matters are handled by Practicing Company Secretaries (PCs). No employee for Wages/salaries in the Company. There is severe financial constraint to meet its outstanding 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 and SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 as amended are furnished, which forms part of this Annual Report.

6. Corporate Governance Report

In compliance with the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with a certificate from Statutory Auditors of the Company confirming on its compliance with the requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended forms an integral part of this report.

7. Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) and Schedule V of SEBI (Listing Obligations & Disclosure Requirements) 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 Secretarial Audit of the Company pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and the SEBI (LODR) Regulations, 2015 as amended. Accordingly, the Secretarial Audit Report issued by the said auditor is annexed herewith as "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 Auditors Report.

Management s Reply:

a) The Company had been making every effort

to appoint separate individual as its Chief Financial Officer (CFO) and Company Secretary (CS). However, despite its best endeavors, the Company was unable to identify its suitable candidates, in view of, inter alia, the Company is not carrying any business operation , no professional company secretary/ Chief Financial Officer was interested in joining the Company, since the scope of work available was very minimal , limited exposures which did create any interest for potential Company

Secretaries / Chief Financial Officer who are looking for greener pastures and they have their own goals and ambitions. As such , the company is not able to get full time Company Secretary / Chief Financial Officer, the Company is still looking for the said position. However, the Company is utilizing the services of Practising Company Secretary to ensure strict compliance of the provisions of the Company Law, BSE and SEBI Regulations.

b) The Management was of the view that OR had been advised that there was no requirement to file the quarterly returns with RBI since there were no GDRs still outstanding 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 has engaged 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. The Company has engaged a consultant for the same and is in the process of making good of the compliance

d) The Company has started the process but is delayed due to various issues. The Company has engaged a FEMA consultant for the same and is in the process of making good of the compliance.

X. (i) The Company has replied to BSE explaining the state of affairs of the Company in which the Company has been placed and the reasons for non-appointment of Whole Time Company Secretary.

(iI) The Company, Managing Director and ExDirectors have made an appeal against the SEBI 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 to BSE at the earliest possible.

9. Cost Audit

Since there are no manufacturing activities carried out by the Company, the maintenance of 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 is provided in Annexure-II to this Report. The Annual Return of the Company can also be accessed on the Companys 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 5,49,42,142 Equity shares of Rs.10/- each.

12. Directors retiring by rotation

In compliance with section 152 of the Companies Act, 2013 and for determining the Directors liable

to retire by rotation Shri Akhilesh Kumar Pandey (DIN: 03325271) Whole Time Director of the Company, retires by rotation at the ensuing annual general meeting and is eligible for reappointment.

13. Re-appointment of Independent Director

As per the provisions of Sections 149, 152 & Schedule IV of the Companies Act, 2013 read with the relevant Rules thereunder as amended, the Company had appointed Smt. Srinivas Chandrakala (DIN: 07142316) as Independent Director at the 35th AGM of the Company held on 30th September 2015 for a term of 5 (five) years and her term ends on 29th September, 2020.

Brief details of the Directors, who are proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are furnished in the Corporate Governance Report.

As the above-named Independent Director shall be completing her first term of appointment on 29th September 2020, she is eligible for reappointment for another term of 5 (five) consecutive years subject to approval of the Members by Special Resolution. The abovenamed Independent Director had consented to her re-appointment and confirmed that she is not disqualified from being appointed as Independent Director in terms of Section 164 of the Act. The Company has also received the declaration from the said Independent Director stating that she meets the criteria of Independence, as prescribed 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 of director or continuing as a director of company by SEBI/MCA or any other authority in India 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, have recommended the reappointment of the aforesaid person as Independent Director for a second term of 5 (five) consecutive years with effect from 30th September, 2020 to 29th September, 2025". During her tenure of appointment, she shall not be liable to retire by 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 Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and Regulations.

Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they are in the process of registering their names with data bank maintained by the Indian Institute of Corporate Affairs ("IICA") as prescribed by the Ministry of Corporate Affairs ("MCA") under the relevant rules and that the online proficiency self-assessment test as prescribed under the said relevant rules 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. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the Non-Executive Directors are Independent in terms of Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013;

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent

Directors met on 14th February 2020 and discussed issues as prescribed under the schedule 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 IV of the Act and Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and SEBI Guidance Note on Board evaluation issued on January 5, 2017 Annual Performance Evaluation of the Board, the individual Directors (including Independent Directors) as well as Committees of the Board has been carried out during the year under review. The manner of performance evaluation process 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 with Rules made thereunder and SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, the Companys policy on Nomination and Remuneration of Directors, KMPs and Senior Management is uploaded on the website of the Company

http://www.bhorukaaluminium.com/investors/c

orporategovernance

18. Number of meetings of the Board

The Board met Four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between 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 separate meeting of the Independent Directors of the Company was held on 14th February 2020 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 April 2019.

^.Directors responsibility statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, state and confirm that:

i) in the preparation of the Accounts for the year ended 31st March 2020, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 as amended have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2020 and of the 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 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; 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 the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including the compliance of

applicable secretarial standards were in place and that such systems are adequate and operating 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) were appointed for a term of 5 ( Five) consecutive years as Statutory Auditors of the Company from the conclusion of the 37th Annual General Meeting (AGM) of the Company held on 16th September, 2017 until the conclusion of 42nd AGM to be held in the calendar year 2022.

The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 with effect from 7th May 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing AGM.

M/s. E. S & Associates have given their consent to act as Statutory Auditors and have also confirmed that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 as amended and that they are not disqualified for appointment. In terms of the Listing Regulations, the Auditors have confirmed 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 of Directors based on the recommendation of the Audit Committee.

The Auditors Report to the Members on the Accounts of the Company for the year ended 31st 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 and Appendix I

Managements Reply:

Sl.No.3

The Company had certain transactions with associate companies during the earlier years that have been classified as interest free loan as reported earlier. The likelihood of the recovery of the loan is being unlikely, the said loans are proposed to be written off by the Company in accordance with the approval granted by the Shareholders vide their approval dated 27th September 2019. The Company shall be taking actions on the same in the ensuing year.

Appendix I

The Company has cleared off all the banks dues and the outstanding amount reported are as per our books and are unclaimed by the lender. The Company is intending to clear the same 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 the meaning 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 of meeting held and attendance of the Directors are furnished in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

23. Risk Management Policy

The Company has formulated a Risk Management Policy. The Audit Committee and Board review the risk assessment. Your Directors do not foresee any elements of risk, which in their opinion, may risk the Companys 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had approved the Policy on Whistle Blower. No personnel have been denied access to the Audit Committee. Whistleblower Policy approved and adopted by the Board of Directors can be accessed in our website:

http://www.bhorukaaluminium.com/corporateg

overnance

25. Amendment of Policies:

The Board may, from time to time, make amendments to the Policy to the extent required due to change in applicable laws and Listing Regulations or any amendments issued by Regulators from time to time.

26. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

This provision is not applicable since the Company does not have any employees including women employees.

27. Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future except SEBI Whole Time Member vide its order dated 22nd March, 2019 has restrained the Company, Managing Director and Ex-Directors from accessing the Securities Market and further prohibit them from buying, selling or otherwise dealing in Securities directly or indirectly or being associated with securities market in any manner directly or indirectly for a period of five years and also SEBI Adjudicating Officer Order dated 20th November, 2019 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 and Ex-Directors have made an appeal against the SEBI Adjudicating Officer Order before Securities Appellate Tribunal and the proceedings are ongoing. As this is in respect of purported 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 median remuneration of all the employees of the Company, percentage increase in remuneration of each director and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. As this provision is presently not applicable since there is no employee on the role of the Company and also Directors were not drawing any remuneration including sittings fees effective from 1st April, 2019 consequent to the Company is facing severe financial constraints due to non-business operation from the year 2013.

29. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are NIL since the Company is not carrying any business operations.

30. Particulars of Loans, guarantees or investments:

The company has not given any guarantee or given any loans or made any investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the financial year under review.

31. Contracts and Arrangements with Related Parties

There were no materially significant transactions with the related parties during the financial year 2019- 20 which were in conflict with the interest of Company. Suitable disclosures as required by Indian Accounting Standards (Ind AS 24) have been made in the notes to the Financial Statements. All transactions with related parties are placed before the Audit Committee / Board for review and approval. A Policy governing the related party transactions has been adopted and the same has been hosted on the Companys 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 and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

33. Corporate Social Responsibility

As per Section 135 of Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended the Company does not fulfill the criteria of net worth or turnover for Corporate Social Responsibility, hence the same is not applicable to the Company. However, the company tries to play its part in being a good corporate 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 the Company, which have occurred between the end of the financial year (March 31, 2020) under review 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 any instances of frauds under Section 143(12) of the Companies Act, 2013 and the rules framed there under.

36. Secretarial Standards:

The Company complies with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March 2020.

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 8, 2019, the Company has obtained an Annual Secretarial Compliance Report from CS Arun Kumar Harsha, Practising Company Secretary, confirming compliance of SEBI Regulations / Circulars /Guidelines issued there under and applicable to the Company during the year under review. There are observations or remarks in the said report. The Annual Secretarial Compliance 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 none of 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 Affairs or any such statutory authority is furnished in the accompanying Corporate Governance Report as Annexure III

39. Acknowledgement

The Board wishes to place on records its sincere thanks for the continued assistance, support and cooperation extended to the Company by its Bankers, Central and State Government 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