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The Board of Directors of your Company hereby presents the 38th Annual Report together with the Audited Financial Statements for the financial year ended 31st March 2018.
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, 2018||31st March, 2017|
|Revenue from operations (Net)||-||-|
|Profit before provision for tax and exceptional items||1,60,01,533||-83,78,653|
|Other Comprehensive Income:|
|Items that will not be reclassified to profit or loss||-58,13,60,146||-|
|Income tax relating to Items that will not be reclassified to profit or loss||19,22,15,105||-|
|Total Comprehensive Income for the period||-37,78,04,657||-83,78,653|
2. Operations and State of Affairs of the Company:
The Company is operating in single segment i.e. agriculture consequent to slump sale of aluminium extrusion business division. Agriculture has not generated any revenue during the year under review.
3. Subsidiary Company
The Company does not have any subsidiary within the meaning of the Companies Act, 2013 as on 31st March 2018.
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 amendedare 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 Auditorsof 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
Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,your Board, on the recommendation of the Audit Committee has appointedMr.Sunil Kumar BillavaraGovinda of M/s. Sunil B. G. & Associates, Practicing Company Secretaries, Mysuru, to conduct Secretarial Audit of your Company for the Financial Year 2017-2018. Accordingly, the Secretarial Audit Report issued by the said auditor is annexed herewith as "Annexure-I" to this report.
For 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 is in search of suitable candidates for the position of Company Secretary and Chief Financial Officer. 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 Management has already initiated compliance through legal counsel d) The Company is in the process of doing the necessary Reporting compliance subsequent to dissolution of the Wholly Owned Subsidiary (WOS) of the Company viz. Bhoruka Aluminium FZE.
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:
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) of the Company, retires by rotation at the ensuing annual general meeting and is eligible for re-appointment.
Shri Raj Kumar Aggarwal(holding DIN:01559120), has been re-appointed as Managing Director of the Company for a period of 3 years effective 1st April, 2018 by the Board of Directors on the recommendation of Audit and Nomination and Remuneration Committee subject to approval of Shareholders at the ensuing Annual General Meeting. The Board recommends his re-appointment. In compliance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, information about the Director proposed to be appointed/re-appointed is furnished in the Corporate Governance Report.
11. Change in Directorate
During the year Shri Ram Ekbal Singh Independent Director has ceased from the directorship of the Board of our Company effective 14th February, 2018 due to Knee replacement surgery and highly fluctuating blood pressure.The Board of Directors placed on record their appreciation for the contribution made by him during his tenure as an Independent Director of the Company.
12. 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. None of the Independent directors are due for re-appointment.
13. 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.
14. 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
15. Number of meetings of the Board
The Board met Six 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 2018 to review the performance of Non Independent Directors, Chairman and the Board as a whole.
16. 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 2018, 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, 2018 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.
17. 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, subject to ratification of their appointment at every AGM. Accordingly, resolution seeking members approval for ratification of the appointment of M/s. E.S. & Associates, Chartered Accountants as Statutory Auditors forms part of the Notice convening the Annual General Meeting.
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.
The Auditors Report to the Members on the Accounts of the Company for the year ended 31st March, 2018 form part of this Annual Report and their Report is qualified.
For Auditors observation please refer Annexure B to Auditors Report Sl.No. (iv) and (viii).
Managements Reply on the Audit Observations:
(iv) The Company had certain transactions with associate companies during the earlier years that have been classified as interest free loan as reported earlier.
The Company is in the process of recovering such dues, but the likelihood of this challenging given difficult economic scenario.
(viii) 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.
18. 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.
19. 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.
20. 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.
21. 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
22. 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.
23. 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.
24. 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:
A : Managerial Remuneration
|Name of Director/KMP and Designation||Remuneration of Director/ KMP for financial year 2017-18 (in Rs.)||% increase in Remuneration in the financial year 2016-17||Ratio of remuneration of each Director/to median remuneration of employees||Comparison of the Remuneration of the KMP against the performance of the Company|
|1 Mr. Raj Kumar Aggarwal, Managing Director||Rs.24,60,000||No increase||Not Applicable||Non compa- rable since there is no business operations.|
|2 Mr. Akhilesh Kumar Pandey, Whole Time Director||Rs.4,80,000||No increase||Not Applicable|
|Mr.Saligrama Paraswanath Shanthinath, Independent Director||15,000||Not Applicable||Not Applicable||Not Applicable|
|4 Mr. Ram Ekbal Singh, Independent Director||Rs.15,000||Not Applicable||Not Applicable||Not Applicable|
|5 Mr. Shroff Puttabasappa Manjunath, Independent Director||Rs.10,000||Not Applicable||Not Applicable||Not Applicable|
|6 Mrs. Srinivas Chandrakala, Independent Director||Rs. 7,500||Not Applicable||Not Applicable||Not Applicable|
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 2017-2018: i. Median remuneration of employees of the Company during the financial year 2017-2018 was: NIL. ii. Percentage increase in the median remuneration of employees in the financial year 2017-18 was - NIL iii. Number of permanent employees on the rolls of company as on 31st March, 2018: 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, 2018 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
25. 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 Companys business centred around agriculture.
26. 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
27. Contracts and Arrangements with Related Parties
The Company has entered into contracts/arrangements /transactions with related parties in the ordinary course of business and on arms length basis. Details of material related party transactions including certain arms length transaction under third proviso referred to in Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended and SEBI LODR Regulation 23 are given in the prescribed Form No. AOC 2 is annexed herewith as "Annexure-III" and forms part of this report.
Details showing the transactions with related party which could not be considered material in accordance with the policy of the Company on materiality of related partytransactions and the disclosure under Ind AS-24 are set-out in the financial statements.
A Policy governing the related party transactions has been adopted and the same has been hosted on the Companys Website:
28. 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.
29. 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.
30. 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, 2018) under review and the date of Report (June11, 2018).
31. Reporting of Frauds by Auditors:
The Statutory 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.
The Board wishes to place on records its sincere thanks for the continued assistance, support and co-operation extended to the Company by its Bankers, Central and State Government Departments and esteemed shareholders during the difficult times.
By Order of the Board
Raj Kumar Aggarwal
Chairman & Managing Director
Date: 11th June 2018