Golkonda Aluminium Extrusions Ltd Directors Report.

Dear Members,

Your Directors hereby present the 32nd Annual Report on the business and operations of the Company, together with the Audited Statements of Accounts and the Auditors Report for the year ended 31st March, 2020.

Financial Highlights: (Rs. Millions)
Particulars Current year Previous year
2019-2020 2018 - 2019
Revenue from Operations - -
Other Income 1.57 7.33
Total Revenue 1.57 7.33
Employee Benefit Expenses 0.81 0.50
Finance Cost 0.01 0.15
Depreciation and Amortization Expenses - 0.11
Other Expenses 8.41 5.69
Total Expenses 9.23 6.44
Profit/ (loss) before tax (-) 7.67 0.88
Tax Expenses - -
Profit for the year (-) 7.67 0.88
Other Comprehensive Income - -
Total Comprehensive Income (-) 7.67 0.88


In view of the accumulated losses, no dividend is being recommended for the current year.

Review of Operations and Statement of Companys Affairs:

The Company had stopped production in July 2013. Hence, there were no operations in the year ended 31.03.2020. Income earned during the year was on account of other income (i.e., interest on fixed deposits and investments).

Change in the nature of business:

There were no changes in the nature of business of the Company during the financial year.

Directors and Key Managerial Personnel- changes:

Mrs. Utpal Agrawal, who has been longest in the office, will retire at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 29th July, 2020, subject to the approval of Members, has re-appointed Mr. Anand Bharti as Whole Time Director for a period of one year ending on 31st March 2022.

The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 07th May 2020, has appointed Ms. Hera Siddiqui as Whole Time Company Secretary and Compliance Officer of the Company with effect from 07thMay 2020.

Committees of the Board and Other Committees:

Currently, the Board has following committees: Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report as attached with this report.

During the year under review 5 (five) Board Meetings, 4 (Four) Audit Committee Meetings, 3 (Three) Stakeholder & Relationship Committee Meetings and 2(Two) Nomination and Remuneration Committee Meetings were convened and held. Details and attendance of such Board Meetings and other Committee Meetings are provided in Corporate Governance Report annexed herewith and forming integral part of this report.

Directors Responsibility Statement:

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2020, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors:

The shareholders of the Company at the 29th Annual General Meeting held on 30th November, 2017 approved the appointment of M/s. Kapoor Jain & Associates, Chartered Accountants (Registration No. 015689N) as Statutory Auditors of the Company to hold office till the conclusion of 34th Annual General Meeting, at such remuneration plus applicable taxes and out of pocket expenses as may be decided by the Board of Directors from time to time.

Auditors Qualifications and Managements Reply:

Matter of Emphasis

We draw your attention to Note No. 3.38 in the Notes to the Financial statements regarding 10% Cumulative Redeemable Optionally Convertible Preference Shares (CRCPS) where preference shareholders have not exercised the conversion option and the Company has not made provision for unpaid dividends. Such Preference Shares have been shown as part of Equity (under Other Equity) and have not been categorized as Financial Liabilities.

Management Reply

The note given by the Auditors is self-explanatory and the accounting treatment is in line with Accounting Principles and Accounting Standards.

Cost Audit:

As the production of the company is closed since July, 2013, the Company has not appointed the Cost Auditor for year 2019-2020.

Secretarial Audit:

As prescribed by Securities and Exchange Board of India (SEBI), a Practicing Company Secretary carries out Secretarial Audit at the end of every quarter, and the report is regularly submitted to the Bombay Stock Exchange.

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Vikas Verma & Associates, Company Secretaries, having its registered office at B-502, Statesman House, 148, Barakhamba Road, New Delhi-110001 as Secretarial Auditor for the year 2019-2020 and his report is annexed to Directors Report as Annexure III.

Declaration by independent directors

The Company has received declaration from independent directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Independent Directors at their meeting held on 13th August, 2019 without the participation of the Nonindependent Directors and Management, considered /evaluated the Boards performance, Performance of the Chairman and other Nonindependent Directors. SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

Policy on directors appointment and remuneration

The current policy is to have an appropriate combination of executive and independent directors to maintain the independence of the Board. As on 31st March 2020, the Board consisted of 4 members, one of whom was Whole Time Director, one was non-executive promoter director and two were independent directors. The Board will annually evaluate the need for change in its composition and size. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Risk Management and Whistleblower Policy

Pursuant to section 134(3)(n) of the Companies Act, 2013 and Section 177(9) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 the Company has to form a Risk Management and Whistleblower Policy respectively. However, as operations of the Company are closed since July 2013, it is not required to form any Risk Management and Whistleblower Policy.

Number of meetings of the Board

The Board met five 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.

Public Deposits

The company has not accepted deposits from public as envisaged under Sections 73 to 76 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

Corporate Governance

Report on Corporate Governance Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as stipulated under Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is presented in a separate section in this Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year

Whole Time Director & CFO and Finance Manager Certification

As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the Whole Time Director & CFO and Finance Managers Certification is at Annexure-I.

Material Changes and Commitments affecting the Financial Position of the Company

During the Financial Year 2019-20, there have been no material changes and commitments affecting the financial position of the Company.

Change in Share Capital

Pursuant to the approval of scheme for reduction of share capital of the Company by NCLT vide its order dated 16th September, 2019 and subsequent approval of the issuance of reduced shares by the Board of Directors in its meeting held on 24th October, 2019 to the shareholders appearing in the register of members of the Company as on 22nd October, 2019 (record date), the equity shares were reduced by 70% of existing equity shares and preference shares by 55% of the existing preference shares.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company. Hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

Amount Transferred to Reserves

In view of huge accumulated losses, no amount has been transferred to reserves for the Financial Year 2019-20.

Transfer of unclaimed dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in previous years.

Statement in respect of adequacy of internal financial control with reference to the Financial Statements

According to Section 134(5) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has adequate internal control procedures commensurate with the size, scale and complexity of its operations.

Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act, 2013

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of the business. Your Directors draw attention of the Members to Note 3.18 of Notes on Accounts to the financial statement which sets out related party disclosures.

Extract of Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder, the extract of Annual Return of the Company in the prescribed form MGT-9 is annexed herewith as Annexure II to this Report.

Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- the relevant details are furnished below:

Name of the Director/Employee Anand Bharti
Designation Whole Time Director & CFO
Remuneration received 4,80,000/- p.a.
Nature of employment, whether contractual or otherwise Director
Qualifications and experience of the employee Graduate
Date of commencement of employment 14/11/2013
The age of such employee 60 years
The last employment held by such employee before joining the company NA
The percentage of equity shares held by the employee in the company NIL
Whether any such employee is a relative of any director No


1. There were no confirmed employees on the rolls of the Company as on 31st March 2020.

2. Median remuneration of employees of the Company during the financial year 2019-2020 was NIL.

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013.Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

During the year under review, there was no employee on the payroll of the Company, as the production of the Company is discontinued with effect from July, 2013. Therefore, the reporting requirements under the Sexual Harassment of Women at The Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable.

Internal Audit:

Since the production of the Company is closed since July 2013, Internal Audit is not carried out during the year.

Listing of Securities:

The Company is listed on the Bombay Stock Exchange and is regular in paying the annual listing fee to the Stock Exchange.


As the production of the Company is discontinued with effect from July, 2013, there are no workmen. Further, there are no pending issues with any workmen nor are any dues payable to any workmen.

Corporate Social Responsibility [CSR]:

The Company has not developed and implemented any Corporate Social Responsibility as prescribed under provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy), 2014 as the same are not applicable on the Company.

Code ofConduct

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

Statement on Other Compliances

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;

e. No significant or material orders were passed by the Regulators or Courts or Tribunals;


The Directors acknowledge the support of the shareholders.

For and on behalf of the Board of Directors
Anand Bharti
Whole Time Director and CFO
Place: New Delhi DIN:02469989
Dated: 29th July, 2020