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 ÃThe 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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