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Directors Report of Bhoruka Aluminium Ltd.

Mar 31, 2014

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.

(Rs.) 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 liabilities.

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 Report.

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.

Resignation

Shri Rajat Agarwal ceased to be the Executive Director of the Company with effect from 17.06.2013.

Retirement

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 that:

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 re-appointment.

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 activities.

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 funds.

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 Report.

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 phase.

For and on behalf of the Board Place : Mysore R.K. Aggarwal Date : 29th May, 2014 Chairman & Managing Director (DIN: 01559120)


Mar 31, 2013

The Board of Directors of your company hereby present the 33rd Annual Report together with the audited statement of accounts for the Six months financial period ended 31s'' March, 2013.

1. Review of Financial Results

The current year''s Financial Statements of your Company have been prepared for a period of six months from 1sl October, 2012 to 31st March, 2013. Hence, the figures for the current period are not comparable with the figures of the previous accounting period, which was of 18 months from 1st April, 2011 to 30th September, 2012.

The financial statements of the Company are prepared in compliance with the Companies Act, 1956 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.

(Rs.)

Particulars For the period ended

31st March 2013 30th September 2012 (6 months) (18 months)

Revenue from operations 261,318,292 1,583,895,502

Profit before Finance charges, depreciation & tax (62,757,843) (95,579,252)

Financial charges 6,913,606 166,497,364

Depreciation 17, 375,953 60, 426,824

Profit /(Loss) before tax and Exceptional items (87,047,402) (322,503,440)

Add: Exceptional items - 298,158,759

(Loss)/Profit before tax (87,047,402) (620,662,199)

Taxes for earlier year - 1,205,629

Deferred Tax for earlier years - (14,543,739)

(Loss)/Profit for the period (87,047,402) (607,324,089)



2. Operations

Indian Economy faces a slow and painful recovery out of the worst slump in a decade, besides the global economy has been witnessing extraordinary instability. The macroeconomic and industrial scenario in the country during the year under review has been extremely challenging. An environment of reducing GDP growth, high interest rates and persistent inflation has put considerable pressure on your Company''s performance with sales and profits not growing during this period.

High inflation, rise in input costs, petroleum products, cost of energy, labour cost, fluctuation in foreign currency exchange rates and higher interest in commercial borrowings, continuous strain on working capital, the Company could achieve a gross turnover of Rs. 26.13 Crore during the six months financial period ended under review. Because of slow down seen in the building, construction and infrastructure segment from late 2011, and other major sectors that consume aluminium extrusions the scenario started worsening for the Company in terms of financial strength thereby incurring a loss of Rs. 8.70 Crore for the six months financial period ended 31st March, 2013.

3. Non-Performing Asset

As informed in our previous year''s report, the debts of the company continue to be classified as a Non-Performing Asset from 31.12.2011 in accordance with the directives relating to asset classification issued by RBI. The company has taken up the matter with creditors for revival of assets reclassification.

4. Restructuring of Business Activities

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, and as a part of restructuring, the Company has entered into a formal agreement with YKK Holding Asia Pte Ltd. Singapore on 1st March, 2013, for transfer of the aluminium extrusion business of the Company. The completion of the transaction is subject to statutory compliances and certain conditions precedent including consent from the secured lenders.

5. Subsidiary Company

The Company has incorporated a wholly owned subsidiary company named "Bhoruka Aluminium FZE" on 29th November, 2010 in UAE. A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiary is attached to the Accounts. In terms of the General Circular No.2/ 2011 dated 8.02.2011 issued by the Central Government relating to directions under Section 212(8) of the Companies Act, 1956 , the Board of Directors of the Company has granted its consent by way of resolution for not attaching the copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiary with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary company will also be available for inspection during business hours at the Registered Office of the Company.

However, 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 (AS-21) 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.

During the financial period under review, a new temporary subsidiary Company, namely, "Bhoruka Facades Private Limited" was incorporated on 11lh February, 2013. The Company holds 9900 Equity Shares (99% holding) in the said subsidiary company. As per AS 21 issued by the Institute of Chartered Accountants of India (ICAI), a subsidiary company should be excluded from consolidation when the "control is intended to be temporary because the subsidiary is acquired and held exclusively with a view to its subsequent disposal in the near future". Further Bhoruka Facades Private Limited will be closing its books of accounts in the next financial year, therefore, the Company has not incorporated the same in its Consolidated Financial Statements and is also not attaching subsidiary company''s balance sheet with the balance sheet of the Company as required under Section 212 of the Companies Act, 1956.

6. Corporate Governance Report

We at BHORUKA believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in good substance plays an important role in developing a system of good Corporate Governance.

The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide the management with the strategic direction. Its initiatives towards adhering to highest standards of good governance include: professionalization of the Board; fair and transparent processes and reporting systems and going beyond the mandated Corporate Governance code requirements of SEBI. The Company envisages attainment of the highest level of transparency, accountability and equity in all facets of its operations including everyone it works with, the community it is in touch with and the environment it operates in.

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. For the period ended (6 months), the compliance status is provided in the Corporate Governance section of the Annual Report. 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.

7. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis report for the period 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 Report.

8. Depositories

The Company is registered both with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

9. Directors

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Shri S.R Shanthinath, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of the aforesaid Director and other information has been detailed in the Corporate Governance Section of this report. Your Directors recommend his re-appointment as Director of your Company.

10. 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 that:

i) in the preparation of the Accounts for the 6 months period ended 31st March, 2013, the applicable accounting standards 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, 2013 and of the LOSS of the company for the 6 months period 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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts of the Company for 6 months period on a ''going concern'' basis.

11. 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.

12. Financial Year 2012-13

The Board of Directors of your Company has decided to close the Financial Year 2012-13 by 31st March, 2013 in order to have uniform Financial Year i.e. April - March and also to align its Financial Year as per provisions of Clause 2(41) of the Companies Bill, 2012. Accordingly, the Financial Statement for the Financial Year 2012-13 has been prepared for a period of 6 (six) months i.e. from 1st October, 2012 to 31st March, 2013.

13. Auditors

M/s. R.S. Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

14. Auditors Observation

Please refer SI. No. 6 (i) and (ii) of Independent Auditors Report and SI. Nos. 3 (a), (b), 10 and 11 of Annexure to the Report Management''s reply

6. (i) Non-provision of interest on secured loan:

This is due to the debts of the company which were classified as NPA as on 31st December, 2011, hence the Company could not make any provision of interest for the same.

(ii) Non-provision of interest on unsecured loan

In view of severe financial constraint, the Company has not made any provision for payment of interest on unsecured loan. The parties have agreed and requested for payment of principal amount. The Company is in the process of repayment of the principal amount as and when the fund is available.

3. (a) and (b)

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.

10. Accumulated losses, cash losses

The Company continues to be adversely impacted by high input cost, shrinking of market demand, squeezed margin, insufficient working capital and adverse business environment, which have all impacted the working results. Therefore, the Company has accumulated losses and incurred cash losses. Consequent to the Company becoming potentially sick industrial unit in the previous financial period ended 30.09.12 (18 months), the Company has made reference to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of Sick Industrial Companies (Special Provisions) Act, 1985.

11. Default in Repayment of dues

The default in repayment of dues to the Bank was due to continuous adverse economic conditions affecting demand and liquidity. To tide over the situation, the Company has made an application to the bank for reschedulement of the loan. However, the Bank has declared the Company as Non-Performing Asset (NPA) from 31st December, 2011. Further, the company has once again taken up the matter, with fresh submission, with secured creditors for revival of assets reclassification.

15. Sick Industrial Company

Consequent to the Company becoming potentially sick industrial unit in the previous financial period ended 30.09.2012 (18 months), it has made reference to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of Sick Industrial Companies (Special Provisions) Act, 1985.

16. Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and on the recommendation of the Audit Committee, Shri K. Gururaja Rao, Practicing Cost Accountant has been appointed as Cost Auditor of the Company to conduct audit of the cost accounts of the Company for the six months financial period ending 31s1 March, 2013.

17. Corporate Social Responsibilities (CSR)

Responsible corporate citizenship has been a part of your Company''s core values and the driving force for many of its initiatives. Bhoruka believes that responsible investments in this regard will generate long term value for all its stakeholders.

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace.

18. 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.

19. Conservation of Energy, Technology Absorption and Foreign Exchange / Earnings / Outgo U/S 217(1)(e) of the 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 Report.

20. Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Employees at all levels demonstrated a huge degree of commitment, support and hard work during tough and challenging times.

21. Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Governments and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in such a difficult phase.



For and on behalf of the Board





Place : Mysore Dr. B.L.Amla

Date :25th May, 2013 Chairman


Sep 30, 2012

The Board of Directors of your company hereby present the 32nd Annual Report together with the audited statement of accounts for the Eighteen months financial period ended 30th September, 2012.

1. Review of Financial Results:

The Ministry of Corporate Affairs [MCA] vide Notification No. S.0.447[E] dated February 28, 2011 amended the existing schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from April 1, 2011. The Financial Statements of your Company for the eighteen months financial period ended 30"1 September 2012 have been prepared in accordance with the Revised Schedule VI and accordingly the previous year''s figures have been reclassified/regrouped to conform to this year''s Classification. However, current period being of eighteen months, to that extent, previous year figures are not comparable.

The financial statements of the Company are prepared in compliance with the Companies Act, 1956 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.

(Rs)

Particulars For the period ended

30th September 2012 31st March 2011 (18 months) (12 months)

Revenue from operations 1,583,895,502 1,637,079,598

Profit/(Loss) before Finance charges, depreciation & tax (95,579,252) 145,060,486

Financial charges 166,497,364 94,408,057

Depreciation 60,426,824 35,739,094

Profit /(Loss) before tax and Exceptional items (322,503,440) 14,913,335

Add: Exceptional items 298,158,759 -

Profit/(Loss) before tax (620,662,199) 14,913,335

Taxes for earlier year 1,205,629 73,848

Deferred Tax for earlier years (14,543,739) 545,008

Profit/(Loss) for the period (607,324,089) 14,294,479

2. Operations:

The global economy has been witnessing extraordinary instability. Government and Corporate across the globe are doing everything possible to reverse trends and bring about new measures to infuse sustainable growth. The year just gone by had witnessed tremendous pressure due to prevailing fiscal and financial uncertainties around the world as well as decelerating growth in major emerging and developing countries.

Rise in input costs, petroleum products, cost of energy, labour cost, fluctuation in foreign currency exchange rates and higher interest in commercial borrowings, strain on working capital during the 18 months financial period ended under review, the gross turnover of your Company has decreased from Rs. 163.71 Crore during the previous year ended 31s'' March, 2011 (12 months) to Rs.158.39 Crore during the 18 months financial period ended 30th September 2012 consequent to the slowdown caused by the global financial crisis of 2007-09 and the recovery from the economic downturn has been slow, and the company faced a challenging situation in maintaining optimum level of operations for the last 3-4 years. With the slowdown seen in the building and construction segment from late 2011, and other major sectors that consume aluminum extrusions, the scenario started worsening for the company in terms of its financial strength thereby incurring a loss of Rs. 60.73 Crore for the 18 months financial period ended 30th September 2012 as against a Profit of Rs.1.43 Crore in the previous year.

The Company, in order to restructure its business activities, has started exploring the possibility of having a strategic partner with similar business interest, who can leverage the assets and customer base of the company in the best interest of shareholders, investors, other stakeholders and the best interest of the Company and bring the company out of the vicious loss making cycle it currently finds itself in.

3. Non-performing Asset:

The debts of the company was classified as a Non-performing Asset from 31.12.2011 in accordance with the directives relating to asset classification issued by RBI consequent to the default in repayment of principal debt and interest thereon. The Company is taking appropriate measures in consultation with the creditors in reviving this asset classification.

4. Prospects:

The demand for aluminum extrusion is growing mainly because of increase in usage of Aluminum Profiles by all Sectors of Industry in India from Aviation, Defense Establishments, Solar Industry, Electrical and Electronics, Transportation, Industrial and Building and Construction Sectors.

Consumption of Aluminum Extruded products is expected to see continued growth over the next 5 to 10 years with the proportion as a percentage of total aluminum extrusion products projected to rise from 30% presently to 45% to 50% by 2015. It is further expected to increase to 70% over the next 10 years.

The Company''s brand is well established in the market and has gained high degree of customer acceptance. Bhoruka Aluminum commands a premium because of its quality products and customers perception about the brand.

5. Subsidiary Company

The Company has incorporated a wholly owned subsidiary company named "Bhoruka Aluminum FZE" on 29th November, 2010 in UAE.

A statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiary is attached to the Accounts. In terms of the General Circular No. 2/2011 dated 8.2.2011 issued by Central Government relating to directions under Section 212(8) of the Companies Act, 1956, the Board of Directors of the Company has granted its consent by way of a resolution for not attaching the copy of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same.

The annual accounts of the subsidiary company will also be available for inspection during business hours at the Registered Office of the Company. However, as directed by the Central Government, the financial data of the subsidiary have been furnished under ''Details of Subsidiaries'' forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) 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.

6. Share Capital

The paid-up share capital of the Company as on 30th September, 2012 is 54,942,142 equity shares of Rs.10 each as against 26,184,071 equity shares of Rs.10 each as on 31st March, 2011. The increase in the paid-up share capital during the period under review is due to conversion of 12,87,000 Convertible Warrants into equal number of Equity shares of Rs.10 each and allotment of 27,471,071 Equity shares of Rs.10 each as Bonus shares.

7. Corporate Governance Report

We at BHORUKA believe that good and effective Corporate Governance is more of an organizational culture than a mere adherence to rules. Laws alone cannot bring changes and transformation and voluntary compliance both in form and in good substance plays an important role in developing a system of good Corporate Governance.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI from time to time. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with some of the provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements.

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. For the period ended 30th September, 2012 (18 months), the compliance status is provided in the Corporate Governance section of the Annual Report. 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.

8. Management''s Discussion and Analysis Report

Management''s Discussion and Analysis report for the period 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 Report.

9. Depositories

The Company is registered both with the National Securities Depository Limited and Central Depository Services (India) Limited. The overseas depository of the Company is The Bank of New York Mellon Corporation''.

10. Directors

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Dr. B.L. Amla, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of the aforesaid Director and other information has been detailed in the Corporate Governance Section of this report. Your Directors recommend his re-appointment as Director of your Company.

During the year, Shri S.R Shanthinath and Shri R.E. Singh, have been appointed as an Additional Director of the Company.

Dr. M.K. Panduranga Setty, Chairman and Shri Prabir Chakravarti ceased to be Directors of the Company with effect from 20th March, 2012 and 30*'' March, 2012 respectively.

The Board has placed on record its appreciation of the valuable contribution made by them to the Company.

11. 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 that:

i) in the preparation of the Annual Accounts for the 18 months period ended 30th September, 2012 the applicable accounting standards 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 30th September, 2012 and of the LOSS of the company for the 18 months period 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 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;

12. 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.

13. Auditors

M/s. R.S. Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their appointment, if made would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

14. Auditors'' Observation:

Please Refer Para (i) (ii), 3 (a) (b) (c) and 9(a) (b) and 10 of Annexure to Auditors Report Management''s reply:

(i) Non-provision of interest on secured loan:

This is due to the debts of the company which were classified as NPA as on 31st December, 2011, hence the Company could not make any provision of interest for the same.

(ii) Non-provision of interest on Unsecured Loan, L.C. Credit on material purchase and interest on credit on material.

In view of severe financial constraint, the Company has not made any provision for payment of interest on unsecured loan. The parties have agreed and requested for payment of principal amount. The Company is in the process of repayment of the principal amount as and when the fund is available.

As the credit note has been received from the suppliers during the month of October 2012 hence the company could not make any provision of interest on L.C. Credit on material purchase and interest on credit on material during this current 18 months period ended 30th September, 2012.

3 (a) and (b) Interest free loan

The company has certain transactions with associate companies that have been classified as interest free loans based on recommendation of experts. The company is in the process of recovering and/or re-categorizing these dues that will support the company in its long term strategy.

3 (c) Interest free loan from Director

Consequent to financial constraint, the company has obtained an interest free loan from one of the Directors of the Company and since the same has been repaid, there is no outstanding as on 30th September, 2012.

9 (a) Accumulated losses, Cash losses

The Company continues to be adversely impacted of high input cost, shrinking of market demand, squeezed margin, insufficient working capital and adverse business environment, which have all impacted the working results. Therefore, the Company has accumulated losses and incurred cash losses.

(b) Sick Industrial Company

In view of accumulated losses and cash losses incurred by the Company at the eighteen months Financial period ended 30.09.2012, the Company has become a potentially Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company is in process of making reference to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

10. Default in Repayment of dues:

The default in repayment of dues to the Bank was due to adverse economic conditions affecting demand and liquidity. To tide over the situation, the Company has made an application to the bank for reschedulement of the loan. However, the Bank has declared the Company as Non-Performing Asset (NPA) from 31st December, 2011.

15. Sick Industrial Company

At the Eighteen months Financial period ended 30.09.2012, the Company has become a Potentially Sick Industrial Company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company is in process of making reference to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of the Sick Industrial Companies (Special Provisions) Act, 1985. Hence, a Special Resolution has been incorporated in the Notice convening the Annual General Meeting for noting by the Members of the Company.

16. Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and on the recommendation of the Audit Committee, Shri K. Gururaja Rao, Practicing Cost Accountant has been appointed as Cost Auditor of the Company to conduct audit of the cost accounts of the Company for the six months financial period ending 31st March, 2013.

17. Corporate Social Responsibilities (CSR)

Responsible corporate citizenship has been a part of your Company''s core values and the driving force for many of its initiative. Bhoruka believes that responsible investments in this regard will generate long term value for all its stakeholders.

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a Charity; not even as a responsibility, but as an opportunity to change and your Company''s activities are determined by the concept of Changing Lives. Your Company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that:

''The brands that will be big in the future will be those that tap into the social changes that are taking place".

18. 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.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo u/S 217(1)(e) of the 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 -1 and is attached to this Report.

20. Extension of Financial Year

The Registrar of Companies, Karnataka, Bangalore vide their Order dated 22nd March, 2012 has granted extension of six months in accounting year permitting the Company to prepare the accounts as at 30,h September, 2012 (18 months) instead of 31st March, 2012 .

21. Extension of time for holding AGM

The Registrar of Companies, Karnataka, Bangalore, vide letter dated 20th November, 2012, has granted extension of 2 months 5 days to the Company for holding its Annual General Meeting from 23rd December, 2012. Accordingly, the Company is required to hold the Annual General Meeting on or before 28th February, 2013.

22. Personnel

The relationship with employees continued to be cordial throughout the year. Employees at all levels demonstrated a huge degree of commitment, support and hard work during tough and challenging times.

It will be our endeavor to work as a team and deliver better quality products consistently and at the same time keep a vigilant eye on costs.

23. Acknowledgement

Your Directors would like to express their sincere thanks to bankers, customers, vendors, shareholders, Government authorities both Central and State and other stakeholders for their continued support to the Company.

The Board would also record its sincere appreciation of the commitment and contribution made by all employees of the Company.

For and on behalf of the Board

Place : Mysore Dr. B.L. Amla

Date : 1st January, 2013 Chairman


Mar 31, 2011

Dear Members,

The Board of Directors of your company hereby present the Thirty-first Annual Report together with the audited statement of accounts for the year ended 31st March 2011.

1. Review of Financial Results: (Rs.)

Particulars For the year ended 31 March, 2011 31 March, 2010

Sales income 1,629,381, 400 1,371,305,449

Profit before finance charges, depreciation & tax 143,008,091 147,465,737 Financial charges 92,355,662 112,597,016

Depreciation 35,739,094 24,224,826

Profit/(Loss) before tax 14,913,335 10,643,895

Less:

Income tax for earlier year 73,848 368,343

Deferred (Net) 545,008 2,858,502

Profit /(Loss) after tax 14,294,479 7,417,050

Add /(Less):

Balance brought forward from previous year 2,504,512 (4,912,538)

Balance available for 16,798,991 2,504,512 appropriation and carried to Balance Sheet

2. Operations:

The economic ambiguity over the last two years has been a difficult phase for any industry in the world to sustain without any difficulty. Over the year under review, the economies of several countries have returned to normalcy. The changes have been slow but positive. Nevertheless, your Company has managed to adhere to its long term strategies in consonance with the market conditions. In the coming years, your Company expects to emerge as a Global Aluminium Extrusion Manufacturer.

In spite of rise in input costs, petroleum products, cost of energy, labour cost , fluctuation in foreign currency exchange and higher interest on commercial borrowings, during the year under review, the gross turnover of your Company has increased by 18.82% from Rs. 137.13 crores to Rs.162.94 crores.

The net profit after depreciation, finance cost and taxation has gone upto Rs.142.94 Lakh as compared to Rs.74.17 Lakh during the preceding year, registering a growth of 92.72%.

The Company has taken measures to adopt innovative strategies to increase the turnover and profitability of the Company. The Company is continuing its efforts to improve productivity and curtail costs.

3. Dividend

To conserve the resources for business requirements of the Company, your Directors do not recommend any dividend for the year under review.

4. Prospects :

While the global recovery is still sluggish, the Indian emergence from the economic down turn has been quite dramatic despite all fragilities. The Government of India is giving thrust for development of Infrastructure, Power and Rural housing, which will boost the demand for Aluminium extrusions from Construction Industry. Since Aluminium has many properties and qualities explain the "Magic" surrounding this metal and reason why its product designers who are constantly adding to its already wide range of applications and explaining the reason for increasing the demand and consumption for our products. Your Directors hope that the demand for Aluminium extrusion would continue to be stable in the coming years .

The Company's brand is well established in the market and has gained high degree of customer acceptance. Bhoruka Aluminium commands a premium which is result of elevated customer's perception about the brand and its quality products. Focus on quality and service, have been key drivers for enhancing customer satisfaction.

5. Amalgamation

As approved by the Hon'ble High Court of Karnataka, judicature at Bangalore vide its order dated 15th December, 2010 approving the Scheme of Amalgamation under section 391 to 394 of the Companies Act, 1956, the erstwhile Bhoruka Agro Greens Limited is merged with the Company with effect from appointed date i.e. 1st April, 2010. Pursuant to the said merger, the Board of Directors of the Company at their meeting held on 27th January, 2011 has issued and allotted 5903333 Equity shares of Rs. 10/- each of the Company to the shareholders of erstwhile Bhoruka Agro Greens Limited.

6. Subsidiary Company

The Company has incorporated a wholly owned subsidiary company named "Bhoruka Aluminium FZE" on 29th November, 2010 in UAE. As there were no business transactions in the subsidiary company, it has not closed its first financial year. Hence the Company has not prepared Consolidated Financial Statement and is also not attaching subsidiary's balance sheet with its balance sheet as required under Section 212 of the Companies Act, 1956.

7. Increase in Paid-up Share Capital

During the financial year 2010-11, the paid up share capital of the Company was increased as follows:

a. Issued 1,12,26,280 Equity shares of Rs. 10/- each underlying 1,122,628 Global Depository Receipts at a price USD 9.25 per GDR (1GDR = 10 equity shares).

b. On 14th December 2010, allotted 4,30,222 Equity shares of Rs.10/- each at a premium of Rs.35/- per share upon conversion of warrants issued to promoters on preferential basis. The Company has issued and allotted 17,17,222 Warrants Convertible into even number of Equity share of the Company to Promoters on preferential basis and 10,88,336 Equity shares of Rs.10/- each on 14th December 2010 at a premium of Rs.35 per share to persons other than promoters on preferential basis.

c. On 27th January, 2011, allotted 59,03,333 Equity shares of Rs.10/- each to the shareholders of erstwhile Bhoruka Agro Greens Limited pursuant to the Scheme of Amalgamation of the Company.

After the above allotments, the issued, subscribed and paid-up Capital of the Company has increased to Rs.261,840,710/- divided into 26,184,071 Equity shares of Rs.10/- each.

8. 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. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with some of the provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the Shareholder's Information and Auditors Certification on its compliance, forms part of this Annual Report.

9. 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 Report.

10. Depositories

The Company is registered both with the National Securities Depository Limited and Central Depository Services (India) Limited. The overseas depository of the Company is ‘The Bank of New York Mellon Corporation'.

11. Directors

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Shri Prabir Chakravarti, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board recommends for his re-appointment. During the year, Shri Akhilesh Kumar Pandey was appointed as an Additional Director w.e.f 1st November, 2010. He holds the office as such upto the date of ensuing Annual General Meeting. Your Company has received a notice under section 257 of the Companies Act, 1956 together with necessary deposit from a member proposing his candidature for the office of Director at the ensuing Annual General Meeting. The Board recommends the appointment of Shri Akhilesh Kumar Pandey as a Director of the Company.

Further, Shri Akhilesh Kumar Pandey is also appointed as Whole time Director of the Company for a period of 3 years w.e.f. 1st November, 2010 subject to the approval of members.

Your Board recommends the appointment of Mr. Akhilesh Kumar Pandey as Wholetime Director of the Company.

12. Directors' Responsibility Statement:

Pursuant to sub-section (2AA) of Section 217 of the Companies, Act, 1956, the Board of Directors

pof the company hereby state and confirm that:

i) in the preparation of the Annual Accounts for the year ended 31st March,2011 the applicable accounting standards 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, 2011 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 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;

13. 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.

14. Auditors

M/s. R.S.Agarwala & Co. , Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their appointment , if made would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

15. Cost Auditors

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and on the recommendation of the Audit Committee, Shri K. Gururaja Rao, Practising Cost Accountants has been appointed as Cost Auditor of the Company to conduct audit of the cost accounts of the Company for the financial year 2010-2011 and the same has been approved by the Central Government.

16. Corporate Social Responsibilities (CSR)

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a Charity; not even as a responsibility, but as an opportunity to change and your Company's activities are determined by the concept of Changing Lives. Your Company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that:

"The brands that will be big in the future will be those that tap into the social changes that are taking place".

17. 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.

18. Conservation of Energy, Technology Absorption and Foreign Exchange/

Earnings / Outgo U/S 217(1)(e) of the 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 Report.

19. Personnel

The relationship with employees continued to be cordial throughout the year. As always, the commitment of the team was instrumental in achievement of the results. Employees at all levels demonstrated a huge degree of commitment towards the general cost consciousness as a result of which despite inflation, we were able to reduce our costs wherever possible. It will be our endeavor to work as a team and deliver better quality products consistently and at the same time keep a vigilant eye on costs.

20. Acknowledgement

Your Directors would like to express their sincere thanks for the assistance and co-operation received from the banks, Government authorities, customers, vendors, members and investors during the year under review. Your Directors also wish to place on record their appreciation for the contribution and commitment of all employees towards success and growth of the Company.

For and on behalf of the Board Dr. M.K. Panduranga Setty Chairman

Place: Mysore Date: 26th August,2011


Mar 31, 2010

The Board of Directors of your company hereby present the 30th Annual Report together with the audited statement of accounts for the year ended 31st March, 2010.

1. Financial Results: (Rs.)

Particulars For the year ended

31 March, 2010 31 March, 2009

Sales income 1,371,305,449 1,290,706,310

Profit before interest, depreciation & tax 147,465,737 64,810,968

Financial charges 112,597,016 89,482,333

Depreciation 24,224,826 15,906,671

Profit/(loss) before tax 10,643,895 (40,578,036)

Provision for taxation

- Current - -

- Deferred (Net) 2,858,502 (3,672,666)

- Fringe Benefit Tax - 618,468

Profit/(Loss) after tax 7,785,393 (37,523,838)

Add/(Less):Balance brought forward from previous year (4,912,538) 34,887,305

Profit/(Loss) available for appropriation 2,872,855 (2,636,533)

Proposed dividend - -

Tax on proposed dividend - -

Transferred to General reserve - -

Income-tax of earlier year 368,343 2,276,005

Balance carried to Balance Sheet 2,504,512 (4,912,538)

2. Operations:

Fiscal 2009-10 began as difficult for every one. The economic environment became challenging in all the major markets where we operated. Our greater customer focus and a flexible operational and financial model, however, enabled us to surmount the challenges and emerge stronger from the downturn. We focused our strategy to supply our products to all sectors of industry. The company has adopted drastic measures in all fronts.

The country is still holding its ground in the midst of the global financial crisis. To counter the negative fall out of the global slowdown on the Indian economy, Government of India responded by providing three focused fiscal stimulus packages in the form of tax relief, increased expenditure on public projects along with RBI taking a number of monetary easing and liquidity enhancing measures.

In spite of, rise in input costs, petroleum products, energy, labour, fluctuation in foreign currency exchange and interest on commercial borrowings, your companys turnover during the year under review was 28% higher in quantitative terms but due to lower prices of raw materials, the sales in terms of value is higher by 6% compared to prior year after taking care of the interest portion on new term loan obtained for commissioning of Third Extrusion Plant. On account of this, the company has made a net profit of Rs. 77.85 lakhs as compared to net loss of Rs.375.24 lakhs in the prior year.

Prospects

Despite all this, the economy posted a remarkable recovery, not only in terms of overall growth figures but, more importantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium to long term.However, towards end of the fiscal, most of the developed economies started reporting positive growth. Manufacturing and Service Sector performance started improving.

Aluminium is a highly concentrated industry. With the growing demand of aluminium in India, the Indian Aluminium industry is also growing at larger extent. Aluminium Extrusion industry poised for exhorbitant growth in the near future. Aluminium is being eco-friendly metal of the future. Government of India has given more and more thrust for development of Infrastructure projects both in rural, semi-urban and urban areas. Aluminium also considered as a light metal, its major share is from Engineering, Realtor, Construction, Aerospace, Transportation, Shipping, Textiles, Defence, Automobile Industries and other allied Sectors in the future despite the Real estate firms are started booming of course. Aluminium is undeniably an exceptional and very versatile metal its future holds the promise of still unsuspected qualities that will attract even more and more attention to this "Grey Gold.

Your companys constant endeavor by consistently delivering superior value products, the products are designed with great attention to the minutest of details, adheres to very high standards of stringent quality.

3 Preferential Allotment of Shares:

During the year under review, the Company has made preferential allotment of 30,00,000 Equity shares of Rs.10 each at a premium of Rs. 19.50 per share to the bodies corporate as approved by the Shareholders of the company to reduce the interest burden on commercial borrowing.

4- Diversification:

Your company in order to take leverage of advantage of its market position which enjoys across the country including overseas is planning to enter into the activities of producing floriculture, coffee and tea etc. in the near future as a part of diversification as "Green Innovation" in addition to the existing manufacturing operation of aluminium extrusion.

5. Dividend:

Fiscal 2009-10 was tough year for all the industry globally and your companys operations were affected with a minimal profit. Hence, your Directors regret their inability to recommend any dividend.

6. Corporate Governance Code:

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors Certificate regarding the compliance of the mandatory requirements and also Management Discussion and Analysis are given as annexure to this report.

7. Dematerialisation of Securities:

Companys securities have been admitted for Dematerialisation with both National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Over 49.11% of our Companys shares have been dematerialised as on 31st March, 2010 to the present paid up capital.

8. 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 that:

i) in the preparation of the Annual Accounts for the year ended March 31,2010, 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 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 March 31, 2010 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 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.

9. Directors:

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Dr. B.L.Amla, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the year Shri S. Krishna Kumar and Shri R.V.Raghavan, ceased to be Directors of the Company. The Board has placed on record its deep sense of appreciation for the contribution made by them during their tenure.

10. Auditors:

M/s. R.S. Agarwala & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1 )(B) of the Companies Act, 1956.

11. Cost Auditors:

Pursuant to the provisions of Section 233B of the Companies Act, 1956 and on the rcommendation of the Audit Committee, Shri K. Gururaja Rao, Practising Cost Accountant has been appointed as Cost Auditor of the Company to conduct cost audit of books of account.

12. Particulars of Employees U/S 217 (2A) of the Companies Act, 1956:

The information as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is annexed hereto and forms part of this report.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo U/S 217(1) (e) of the Companies Act, 1956:

The particulars required under Section 217 (1) (e) of the Companies Act, 1956 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings / Outgo are given in a separate statement attached hereto and forming part of this report.

14. Public Deposits:

Your company has not accepted any deposits from the public.

15. Personnel:

The relationship with employees continued to be cordial throughout the year.

Acknowledgement:

Your Directors take this opportunity to convey their sincere thanks to customers, vendors, investors and bankers State Bank of India and various departments of Central and State Governments for their timely assistance, cooperation and continued support.

Your Directors also wish to place on record their appreciation for the committed services by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board

Place: Mysore Dr. M.K. Panduranga Setty

Date: 31st July, 2010 Chairman

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