bhoruka aluminium ltd Directors report

The Board of Directors of your Company hereby presents the 43^rd Annual Report together with the Audited Financial Statements for the financial year ended 31^st March 2023.

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.

	For the year ended
Particulars	31st March,	31st March,
	2023	2022
Revenue from
	-	-
operations (Net)
Other Income	-	-
Profit before
finance cost and	(20,40,619)	(16,46,078)
depreciation
Financial charges	-	(30,855)
Depreciation	-	-
Profit before
provision for tax
	(20,40,619)	(16,76,993)
and exceptional
items
Exceptional items	-	-
Tax Expense:	-	-
Current Tax
including tax of	-	-
earlier years
Net Profit/Loss	(20,40,619)	(16,76,993)
Other
Comprehensive
Income:
Items that will not
be reclassified to
	(1,60,80,00)	5,42,25,780
profit or loss
Income tax
relating to Items
that will not be	41,80,800	(1,40,98,703)
reclassified to
profit or loss
Total
Comprehensive
	(1,39,39,819)	3,84,50,144
Income for the
period

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 31^st March 2023.

4. Transfer to Reserves

It is not proposed to transfer any amount to reserve during the financial year ended March 31, 2023.

5. Dividends

In view of losses suffered by the Company, your Directors do not recommend any dividend for the year under review.

6. Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

7. 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.

8. 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.

9. 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.

10.Secretarial Audit

Ms. Arun Kumar Harsha, Mysuru, Company Secretary in Practice, holding Membership Number: F01138 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), X(h) and X(i) 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 not 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 Practicing 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 including lack of documentation and information loss due to transition. 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 issues including lack of documentation and information loss due to transition. 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 issues including lack of documentation and information loss due to transition. The Company has engaged a FEMA consultant for the same and is in the process of making good of the compliance. X.(g) (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. The same violation being continued to be penalized on quarterly basis being the recurring one. However, the Company is trying to get a Company Secretary appointed. (iI) The Company has explained to BSE by several emails, the technical reasons for delay in the intimation, the filings made by them were not recorded and has resulted in non-compliance and the same was not intentional. However, the BSE has still initiated the action of freezing the shareholding of the promoters. (iii) The Company has informed the BSE that the results could not be submitted to the Bombay Stock Exchange (BSE) due to technical issues and the same was also being submitted in the outcome of the results. However, the same was not considered and the said penalties were levied. (iv) and (v) The Company is facing severe cash crunch and though the Company is intending to clear the dues to BSE at the earliest possible, the liquidity issues are not permitting the payment of the penalties and also the listing fee. The Directors are still making efforts to pay the listing fee dues. X.(h) The Independent Directors are informed to get themselves registered under the data bank as may be required and they have informed the company and us to be in the process of the registration. X.(i) The Company has made all the representations to the office of the Enforcement Director including providing all information and attending all the hearings. The information provided were in line with the submissions made to SEBI in this regard and it was also informed that the said irregularity was already adjudicated by SEBI and orders were passed with penalty. In spite of the submissions made, the Enforcement Directorate had passed such harsh order and which in the opinion of the company is not in the equity and justice. The quantum of penalties levied were unjustified as per the order. Both the company and the directors are in the process of appealing against the said order on the same grounds.

11. 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.

12. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

13. 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.

14.Share Capital

The paid-up Equity share capital as on 31^st March 2023 is Rs. 54.94 Crore comprising of 5,49,42,142 Equity shares of Rs.10/- each and there were no changes in the same during the year.

15. 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 Raj Kumar Aggarwal (holding DIN: 01559120) Whole-time Director of the Company, retires by rotation at the ensuing annual general meeting and is eligible for reappointment.

16.Re-appointment of Whole-Time Director

In accordance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 read with provisions of Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has approved the re-appointment of Shri Akhilesh Kumar Pandey (DIN: 03325271) as Whole Time Director of the Company without any remuneration for a further period of three years with effect from 9^th November, 2023 liable to retire by rotation. The said director has consented to be re-appointed and hence, has been proposed to the members for their approval in the general meeting.

17. 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.

18.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 14^th February 2023 and discussed issues as prescribed under the schedule IV of the Companies Act, 2013 and also discussed various other issues.

19.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.

20. 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

21. 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 14^th February 2023 to review the performance of Non-Independent Directors, Chairman and the Board as a whole.

22. 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 31^st March 2023, 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 31^st March, 2023 and of the

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.

23. 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 re-appointed for a term of 5 ( Five) consecutive years as Statutory Auditors of the Company from the conclusion of the 42^nd Annual General Meeting (AGM) of the Company held on 30^th September 2022 until the conclusion of 47^th Annual General Meeting. However, M/s. E.S. & Associates Chartered Accountants (ICAI Firm Registration No.0112365) vide their letter of resignation dated 14^th August 2023 resigned as the Statutory Auditors of the Company citing the reasons of personal and professional commitments. The same was accepted and taken note of by the Board on the meeting held on the same date.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, based on the recommendation of Audit committee, the Board of Directors of the Company at their meeting held on 05^th September 2023 appointed M/s Laxminiwas & Co., Chartered Accountants (Firm Registration Number: 011168S) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s. E S & Associates. As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company. Further, the Board, based on the recommendation of the Audit Committee and subject to the approval of the shareholders, recommended the appointment of M/s Laxminiwas & Co., Chartered Accountants (Firm Registration Number: 011168S) as the Statutory Auditors of the Company of the Company for a period of 5 (five) years from the conclusion of the ensuing 43^rd AGM till the conclusion of the 48^th AGM at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors. Appropriate resolution seeking Members approval for the appointment is appearing in the Notice convening the ensuing AGM of the Company. M/s Laxminiwas & Co., Chartered Accountants (Firm Registration Number: 011168S) 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.

Auditors Report:

The Auditors Report to the Members on the Accounts of the Company for the year ended 31^st March 2023 form part of this Annual Report and their Report is qualified.

Auditors observations and Management Reply thereof: Refer: Emphasis of Matter part of the Auditors Report

The Company has made all the representations to the office of the Enforcement Director including providing all information and attending all the hearings during the investigations and thereafter. The information provided to the ED were in line with the submissions made to SEBI in this regard as the matter was pertaining to the same GDR issue and it was also informed that the said irregularity was already adjudicated by SEBI and orders were passed with penalty. In spite of the submissions made, the Enforcement Directorate had passed such harsh order and which in the opinion of the company is not in the equity and justice. The quantum of penalties levied were unjustified as per the order. Both the company and the directors are in the process of appealing against the said order on the same grounds.

Refer: Material Uncertainty related to going concern and Clause (b) of Sl. No. 9 of Annexure ‘A to Auditors Report Managements Reply: The receipt of notice under the Insolvency and Bankruptcy Code by the Company has triggered the enforcement event and the pledge is invoked as per the terms of the agreement. The board is continuously in touch with the management of the lender for not proceeding with the resolution process. The Board is strongly working to come out of the financial crunch and fully believes that the Company is a going concern. It may also be noted that from past 1 year, the case has not been listed against the company at appropriate forum.

Refer: Annexure ‘A to Auditors Report Sl. No. 3 Managements Reply: 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 27^th September 2019. The Company shall be taking actions on the same in the ensuing year. However, the same is reported as overdue by the Auditor pending action form the Board. Refer: Annexure ‘A to Auditors Report Sl. No. 9 Managements Reply: With regards to KSSIDC Loans, 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. With regards to the loans from Bhoruka Finance Corporation of India Limited, the Company has been discussing with the borrower from time to time updating the position and situation of the Company. Due to the financial crunch, the Board is not able to take any commitment in terms of repayment timeline. The said revocation has been a result of the pledge agreement executed earlier by the Company. The Company has discussed the matter with Bhoruka Extrusions Private Limited the pending disputes, with which the Company can get back the shares.

24. 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.

25. 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.

26. 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/corporateg overnance

27. 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.

28. 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.

29. Significant and material orders

The following are the significant orders passed by various authorities which are detrimental to the existence of the Company are as under: (1) Oder by SEBI Whole Time Member vide its order dated 22^nd March, 2019 restraining 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; (2)Order by 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 paid the penalties and the payment for penalties from the company is due. However, the Company has received a notice of demand under Insolvency and Bankruptcy Code, 2016 from M/s. Bhoruka Finance Corporation of India Limited demanding the payment due to them, failing which the insolvency resolution process shall be initiated against the Company. (3) Order by Special Director of Director of Enforcement vide no. SDE/SRO/BGZO/17/2022 dated 19^th September 2022 levying a penalty of:

- INR 46.14,00,108 for violation of Regulation 3 of the Foreign Exchange Management (Guarantees) Regulations, 2000, r/w clause U) of sub section (3) of Section 6 of FEMA, 1999 on the Company.

- INR 4,61,40,000/- for violation of the provisions of Sub-Para (2) and Sub-Para (3), of Para - 4 of Schedule I to the Regulation 5 (1) of the Foreign Exchange Management (Transfer or Issue of Security by a person resident outside India) Regulations, 2000 on the Company.

- INR 4,61,40,000/- for violation in terms of Section 42 (1) of FEMA, 1999, for the contraventions committed by M/s. Bhoruka Aluminium limited on Mr. Raj Kumar Aggarwal, Managing Director of the Company.

30. 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 1^st April, 2019 consequent to the Company is facing severe financial constraints due to non-business operation from the year 2013.

31. 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.

32. 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.

33. Contracts and Arrangements with

Related Parties

There were no materially significant transactions with the related parties during the financial year 2022-23 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

34. 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.

35. 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.

36. 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, 2023) under review and the date of Report (September 05, 2023).

37. 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.

38. 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 31^st March 2023.

39. 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 30^th May 2023.

40. 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

41. 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: 05th September 2023