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The Board of Directors of your Company hereby presents the 39th Annual Report together with the Audited Financial Statements for the financial year ended 31st March 2019.
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 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.)
For the year ended
|Particulars||31st March, 2019||31st March, 2018|
|Revenue from operations (Net)||-||-|
|Profit before finance cost and depreciation||-66,17,379||1,72,23,719|
|Profit before provision for tax and exceptional items||-83,56,857||1,60,01,553|
|Current Tax including tax of earlier years||-||46,61,149|
|Other Comprehensive Income:|
|Items that will not be reclassified to profit or loss||-7,56,263||-58,13,60,146|
|Income tax relating to Items that will not be reclassified to profit or loss||1,96,628||19,22,15,105|
|Total Comprehensive Income for the period||-89,16,491||-37,78,04,637|
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, 2019.
4. 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.
5. 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.
6. 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.
7. 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 in place of Mr. Sunil Kumar Billavara Govinda of M/s. Sunil B.G. & Associates, Practicing Company Secretaries, Mysuru. 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) of Secretarial Auditor Report.
Managements Reply on the Audit observations :
a) The Company has been making every efforts to appoint separate individual as its Chief Financial Officer (CFO) and Company Secretary (CS) . However, despite its best endeavours, 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.
c) The Company has engaged a FEMA consultant for the same and is in the process of making good of the compliance.
d) The Company has engaged a FEMA consultant for the same and is in the process of making good of the compliance
8. 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.
9. Extract of Annual Return
Pursuant to Section 92(3) and Section 134 (3)(a) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed hereto as Annexure II and forms part of this report and the same has been uploaded in our Companys website: http:// www.bhorukaaluminium.com/investors/corporategovernance
10. Share Capital
The paid-up Equity share capital as on 31st March, 2019 is Rs. 54.94 Crore comprising of 5,49,42,142 Equity shares of Rs.10/- each.
In compliance with section 152 of the Companies Act, 2013 and for determining the Directors liable to retire by rotation Shri Raj Kumar Aggarwal ( DIN: 01559120) of the Company, retires by rotation at the ensuing annual general meeting and is eligible for re-appointment.
Shri Subrahmanya Doddamani Rama Bhat (DIN: 08466722) was appointed as an additional director of the Company by Board of Directors at their meeting held on 30th May 2019. He would therefore hold office upto the conclusion of the ensuing AGM. The aforesaid Director qualifies to be an Independent Director and his appointment has been recommended by the Nomination and Remuneration Committee. Accordingly, it is proposed to appoint him as an Independent Director for a first term of 5 (Five) consecutive years subject to the approval of share holders to hold the office from the conclusion of 39th AGM and up to the conclusion of the 44th AGM of the Company to be held in the calendar year 2024. Pursuant to declaration made under Section 149 of the Companies Act, 2013, Shri Subrahmanya Doddamani Rama Bhat meets all the criteria of Independence, as prescribed under the Companies Act, 2013 and applicable regulations of SEBI (LODR) Regulations, 2015.
Shri Shroff Puttabasappa Manjunath (DIN: 06719007) was appointed as an Independent Directors in the 34th AGM of the Company held on 30th September, 2014 for a term of 5 years and his term ends on 29th September, 2019. He is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. The above named Independent Director had consented to his re-appointment and confirmed that he is not disqualified from being appointed as an Independent Director in terms of Section 164 of the Companies Act, 2013. Based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee and the Board of Directors of the Company at their Meetings held on 30th May 2019 have recommended the re-appointment of the aforesaid person as an Independent Director for a second term of 5 ( Five) consecutive years effective from conclusion of 39th AGM to be held on 27th September, 2019 up to the conclusion of 44th AGM in the calendar year 2024. During his tenure of appointment, he shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.
12. Change in Directorate
Shri Saligrama Paraswannath Shanthinath (DIN No.05320198) Independent Director was passed away on 22nd March, 2019 due to heart attack. We, the members of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad and untimely demise of Shri Saligrama Paraswannath Shanthinath.
13. 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 Companythat they qualify the criteria of independence as required under the Act and Regulations.
14. 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 2019 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.
15. 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, 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 outduring the year under review. The manner of performance evaluation process followed by the Board is provided in the Corporate Governance Report.
16. 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/ corporategovernance
17. 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 Director of the Company was held on 14th February 2019 to review the performance of Non Independent Directors, Chairman and the Board as a whole.
18. 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 2019, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 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 31 st March, 2019 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 and that such systems are adequate and operating effectively.
19. 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 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, 2019 form part of this Annual Report and their Report is qualified. For Auditors observation please refer Annexure A to Auditors Report Sl.No. 3 and 8.
Managements Reply on the Audit Observations:
(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 likelyhood of the recovery of the loan is being unlikely, the said loans are proposed to be written off by the Company subject to the approval of share holders.
(8)The Company has cleared off all the banks dues and the outstanding amount reported are as per our books 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.
20. 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.
21. 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.
22. 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.
23. Whistle blower 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. Whistle-blower Policy approved and adopted by the Board of Directors can be accessed in our website: http:// www.bhorukaaluminium.com/corporate governance
24. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)
The Board of Directors has adopted through Circular Resolution dated 1st April, 2019 Revised Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ( including Policy for Determination of Legitimate Purposes and Policy for Procedure of Inquiry in case of Leak of Unpublished Price Sensitive Information) pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
The insider trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in Company securities
25. 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.
26. 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 prohibiting 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. As this is in respect of purported violation in GDR issued during the year 2010.
27. 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, are given below:
|Sl. No.||Name of Director/KMP and Designation||Remunerat ion of Director/K MP for financial year 2018- 19 (in Rs.)||% increase in Remunera tion in the financial year 2017- 18||Ratio of remunerati on of each Director/to median remunerati on of employees||Comparison of the Remuneratio n of the KMP against the performance of the Company|
|1||Mr. Raj Kumar Aggarwal, Managing Director||9,15,000||No increase||Not Applicable||Non comparable since there is|
|2||Mr. Akhilesh Kumar Pandey, Whole Time Director||4,80,000||No increase||Not Applicable||no business operations.|
|3||Mr. Saligrama Paraswanath Shanthinath, Independent Director ( Expired on 22.03.19)||Not Applicable||Not Applicable||Not Applicable||Not Applicable|
|4||Mr. Shroff Puttabasappa Manjunath, Independent Director||Not Applicable||Not Applicable||Not Applicable||Not Applicable|
|5||Mrs. Srinivas Chandrakala, Independent Director||Not Applicable||Not Applicable||Not Applicable||Not Applicable|
A : Managerial Remuneration
1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company, percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary for the financial year 2018-2019:
i. Median remuneration of employees of the Company during the financial year 2018-2019 was: NIL.
ii. Percentage increase in the median remuneration of employees in the financial year 2018-19 was - NIL
iii. Number of permanent employees on the rolls of company as on 31st March, 2019: NIL
2. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration, if any : Not Applicable
3. Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration paid during the year is as per the remuneration policy of the Company.
B. In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the financial year ended 31st March, 2019 was in receipt of remuneration aggregating to not less than Rs. NIL and if employed for part of the said year, was in receipt of remuneration Rs. NIL
Note: Managing Director has voluntarily opted 50% reduction in remuneration effective 1st July, 2018 and effective 1st April, 2019 the Managing Director and Whole Time Director is not drawing any remuneration from the Company.
28 . 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
29. Particulars of Loans, guarantees or investments
The company has not given any guarantee or given any loans or made any investments during the financial year under review
30. Contracts and Arrangements with Related Parties
There were no materially significant transactions with the related parties during the financial year 2018- 19 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 theCompanys Website: http:www.bhorukaaluminium.com/ images/pdf/Related%20Party%20Transaction %20Policypdf
31. Internal financial control
The Board has adopted the policies and procedures for ensuring theorderly 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 ofthe 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.
32. 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.
33. 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, 2019) under review and the date of Report ( May 30, 2019).
34. Reporting of Frauds by Auditors:
The Stautory Auditors and Secretarial Auditor of the Company have not reported any instances of frauds as specified under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder.
35. 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, 2019.
36.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
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|
|Place: Mysuru||Raj Kumar Aggarwal|
|Date: 30th May, 2019||Chairman & Managing Director|