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Bhoruka Aluminium Directors Report, Bhoruka Alum Reports by Directors

Bhoruka Aluminium

BSE: 506027|ISIN: INE866G01013|SECTOR: Aluminium
Dec 10, 16:00
Bhoruka Aluminium is not listed on NSE
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Directors Report Year End : Mar '14    Mar 13
Dear Members,
 The Board of Directors of your company hereby present the 34th Annual
 Report together with the audited statement of accounts for the
 financial year ended 31st March, 2014.
 1.  Review of Financial Results
 The current year''s Financial Statements of your Company have been
 prepared for a period of twelve months from 1sl April, 2013 to 31st
 March, 2014. Hence, the figures for the current year are not comparable
 with the figures of the previous accounting period, which was of 6
 months from 1st October, 2012 to 31st March, 2013.
 The financial statements of the Company are prepared in compliance with
 the Companies Act and Generally Accepted Accounting Principles (GAAP)
 in India and mandatory accounting standards issued by the Institute of
 Chartered Accountants of India (ICAI). The Company discloses standalone
 unaudited financial results on a quarterly and audited financial
 results on an annual basis.
 Particulars                     For the year ended For the period ended
                                    31st March 2014      31st March 2013
                                                              (6 months)
 Revenue from operations                 77,312,412         261,318,292
 Profit before Finance charges, 
 depreciation & tax                    (49,551,754)        (62,757,843)
 Financial charges                        9,675,487           6,913,606
 Depreciation                             7,734,238         17, 375,953
 Profit /(Loss) before tax and 
 Exceptional items                     (66,961,479)        (87,047,402)
 Add: Exceptional items                 433,864,727                   -
 Profit /(Loss) before tax              366,903,248        (87,047,402)
 Tax Expense                             54,092,377                   -
 Profit/(Loss) for the year             312,810,871        (87,047,402)
 2.  Operations
 The company continued to work on its restructuring proposal after being
 classified as a Non Performing Asset by its principal bankers. As part
 of restructuring, to meet the pressing liabilities of secured lenders,
 in accordance with the approval granted by the Shareholders through
 postal ballot pursuant to Section 293 (1) (a) of the Companies Act,
 1956, your Company has transferred the Aluminium Extrusion Business by
 way of slump sale to YKK Holding Asia Pte Ltd., Singapore on 30th May,
 2013. The company will explore new business opportunities in the coming
 months, and will look to monetize assets to meet any outstanding
 3.  Slump sale of Aluminium Extrusion Business Division
 Pursuant to the Business Transfer Agreement (BTA) dated 1st March, 2013
 and in accordance with the approval granted by the Shareholders through
 Postal Ballot for transfer of Aluminium Extrusion business by way of
 slump sale pursuant to Section 293(1 )(a) of the Companies Act, 1956,
 the Company has transferred the Aluminium Extrusion Business division
 to an Indian subsidiary of YKK Holding Asia Pte Ltd. The sale comprises
 of all tangible and intangible assets relating to the aluminium
 extrusion business division along with the anodizing and powder coating
 lines. The initial lump sum consideration was Rs.98.36 Crore after
 payment of consultancy fees and other expenses.
 Upon acceptance of the compromised proposal of the Company by the
 secured lenders, the Company has repaid a major portion of the
 outstanding debt to secure a slump sale transaction.  Company has paid
 Rs.85 crore out of the total principal outstanding of Rs.92.6 crore.
 The interest portion on the loans has been waived off by the creditors.
 The remaining Rs.7.6 crore is payable to secured lenders within next 2
 years. The company had very limited options while negotiating with its
 secured lenders, and company is left with no revenue generating assets
 to repay the pending amount. Thus, the company faces a critical and
 challenging situation.
 4.  Subsidiary Company
 As directed by the Central Government the financial data of the foreign
 subsidiary Bhoruka Aluminium FZE have been furnished under ''Details
 of Subsidiaries'' forming part of the Annual Report. Pursuant to
 Accounting Standard (AS21) issued by the Institute of Chartered
 Accountants of India, Consolidated Financial Statements presented by
 the Company in this Annual Report includes financial information of its
 subsidiary. These documents will be made available upon request by any
 member of the Company interested in obtaining the same. The annual
 accounts of subsidiary company will also be available for inspection
 during business hours at the Registered Office of the Company.
 5.  Corporate Governance Report
 The Company is committed to maintain the highest standards of corporate
 governance and adhere to the corporate governance requirements set out
 by SEBI.
 The Company is in compliance of all mandatory requirements of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement with
 the Stock Exchange.
 A certificate issued by the Statutory Auditors of the Company on
 confirming compliance of the conditions of Corporate Governance
 stipulated in Clause 49 of the Listing Agreement with the Stock
 Exchange forms part of this Directors'' Report.
 6.  Management''s Discussion and Analysis Report
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchange, is presented in a separate section forming part of the Annual
 7.  Depositories
 The Company is registered both with the National Securities Depository
 Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
 8.  Directors Appointment
 In terms of the Articles of Association of the Company, Shri Ram Ekbal
 Singh, Director retires at the ensuing Annual General Meeting.
 Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
 and the Articles of Association of the Company, Shri Shroff
 Puttabasappa Manjunath was appointed as an Additional Director
 designated as an Independent Director w.e.f. 9th November, 2013 and he
 shall hold office up to the date of the ensuing Annual General Meeting.
 The Company has received requisite notice in writing from a member
 proposing Shri Shroff Puttabasappa Manjunath for appointment as an
 Independent Director.
 In view of the provisions of section 149 of the Companies Act, 2013,
 the Board of your Company has proposed the appointment of Shri Ram
 Ekbal Singh and Shri Saligrama Parswannath Shanthinath as Independent
 Directors at the ensuing Annual General Meeting of the Company.  The
 Company has received requisite notices in writing from members
 proposing the candidature of Shri Ram Ekbal Singh and Shri Saligrama
 Parswannath Shanthinath for appointment as Independent Directors.
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet with the criteria of
 independence as prescribed both under sub- section (6) of Section 149
 of the Companies Act, 2013.
 The brief resume of the aforesaid Directors and other information has
 been detailed in the Corporate Governance Section of this report.
 Shri Rajat Agarwal ceased to be the Executive Director of the Company
 with effect from 17.06.2013.
 Dr. B.L Amla, Chairman retired from the Board and the Audit Committee
 with effect from 09.11.2013. The Board has placed on record its
 appreciation of the valuable contribution made by him to the Company.
 9.  Directors'' Responsibility Statement:
 Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
 1956, the Board of Directors of the Company hereby state and confirm
 i) in the preparation of the Accounts for the year ended 31st March,
 2014, the applicable accounting standards read with requirements set
 out under Schedule VI to the Companies Act, 1956 have been followed and
 there are no material departures from the same;
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgment and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company as at 31st March, 2014 and of the Profit 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, 1956 and 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;
 10.  Public Deposits:
 The Company has not accepted any public deposits and, as such, no
 amount on account of principal or interest on public deposits was
 outstanding as on the date of the Balance Sheet.
 11.  Auditors
 M/s. R.S. Agarwala & Co., (Firm Reg.No. 00049S) Chartered Accountants
 who are the statutory auditors of the Company, hold office till the
 conclusion of this Annual General Meeting and are eligible for
 The Company has received letter from them to the effect that their
 re-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 re-appointment.
 12.  Auditors Observations
 Please refer SI. No. 4 to Auditors Report and 3 a) and b) and 7(a) of
 Annexure to Independent Auditors Report Management''s Reply
 4 & 3 a) The Company has certain transactions with associate companies
 that have been classified as interest free loan based on the
 recommendation of experts. The Company is in the process of recovering
 such dues, but the likelihood of this is challenging given the
 difficult economic scenario. Legal notice has been sent to these
 Companies for recovery of dues.
 b) The Company has given interest free loan to its 100% wholly owned
 subsidiary Bhoruka Aluminium FZE UAE for its principle business
 7 (a) The Company has made provision for payment of Income tax dues on
 capital gains arising out of slump sale of aluminium extrusion business
 division. Due to severe financial constraint, the payment of income tax
 dues has been deferred and the payment will be made after arranging the
 13.  Internal Auditor
 M/s. Rau & Nathan, Chartered Accountants has been appointed as an
 Internal Auditor for the Financial Year 2014-15 to conduct internal
 audit functions of the Company.
 14.  Cost Compliance
 Pursuant to Section 209 (1) (d) of the Companies Act, 1956, Cost Audit
 Report for the financial period ended 31st March, 2013 (6 months) was
 submitted to the Central Government on 27.09.2013.
 Further, consequent to slump sale of aluminium extrusion business
 division effective 30th May, 2013, there is no manufacturing activities
 being carried out by the Company, the maintenance of cost records does
 not apply.
 15.  Particulars of Employees
 As per the provisions of Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employee) Rules, 1975, as amended,
 no employees were in receipt of remuneration exceeding the limits as
 prescribed under that section and hence your directors has nothing to
 report in this regard.
 16.  Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings / Outgo u/s 217(1)(e)ofthe Companies Act, 1956:
 The particulars relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, as required to be disclosed under
 Section 217(1) (e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 as amended are provided in Annexure-I and is attached to this
 17.  Acknowledgement
 The Directors acknowledge the support and assistance extended to us by
 the Central Government, State Governments, and government departments,
 bankers, shareholders, investors and employees in such a difficult
                                   For and on behalf of the Board
 Place : Mysore                    R.K. Aggarwal
 Date : 29th May, 2014             Chairman & Managing Director
                                   (DIN: 01559120)
Source : Dion Global Solutions Limited
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