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Bothra Metals & Alloys Ltd.

BSE: 535279 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE583M01012
BSE LIVE 09:28 | 04 Aug 23.50 -5.65
(-19.38%)
OPEN

26.00

HIGH

26.00

LOW

23.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 26.00
PREVIOUS CLOSE 29.15
VOLUME 8000
52-Week high 41.40
52-Week low 12.80
P/E
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.50
Sell Qty 4000.00
OPEN 26.00
CLOSE 29.15
VOLUME 8000
52-Week high 41.40
52-Week low 12.80
P/E
Mkt Cap.(Rs cr) 44
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.50
Sell Qty 4000.00

Bothra Metals & Alloys Ltd. (BOTHRAMETALS) - Director Report

Company director report

To The Members

Your company has delivered another year of steady performance in the backdrop ofcontinuing sluggishness in the macro-environment. Your Director have pleasure inpresenting before you fifteen Annual Report of the business and operation of the companyand the audited annual accounts for the financial year ended 31st March 2016.

FINANCIAL RESULT

(Rs In Lakhs)

Particulars 2015-16 2014-15
Sales 17624.70 26246.70
Less : Excise Duty 326.97 392.84
Total Income 17297.73 25853.86
Less : Expenditure 18131.21 24455.91
Operating Earnings / (Loss) before Financial cost Depreciation & Tax (833.48) 1397.95
Less : Financial cost 510.77 734.86
: Depreciation 147.19 180.88
Add : Other Income 44.68 15.76
Earnings / (Loss) before Tax (1446.76) 497.97
Less : Provision for Taxation (11.21) 123.46
Profit/(Loss) after Tax (1435.54) 374.53
Add : Profit/(Loss) Brought Forward 1397.26 1044.40
Amount available for Appropriation (38.28) 1488.91
Less : Appropriation
Proposed Dividend 0.00 21.65
Surplus Carried Forward to Balance Sheet (38.28) 1397.26
Basic Earnings per share (face value of Rs 10/- each) (7.75) 2.02

RESULT OF OPERATION AND STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

During the current year of operations your company has shown a loss as the turnoverhas decreased from Rs 25853.86 Lakhs during F.Y.2014-2015 to Rs 17624.70 Lakhs duringF.Y.2015-2016

Company has witnessed a bit of slowdown as global aluminium prices reduced however ona result company faced losses.

FUTURE PROSPECTS

The fortunes of the Aluminum extrusion is closely linked with those of the userindustry. The Aluminum industry had been impacted during the year due to a considerableslowdown of the manufacturing sector and particularly the end user companies of aluminum.The industry has faced its most formidable challenge .

Your Company's main business is to manufacture aluminum extrusionsingotsand billetsfor varied industries. Your company has seen considerable resiliencegrit anddetermination during the year by taking various initiatives to keep its pace to enlargethe market base and share in particularly. And your company is also planning tomanufacture the others Non Ferrous alloys and it will create another mile-stone for thecompany.

Your company expects that the policies of the new government at the center will use aframework which shall act as a booster to user industries which in turn will be beneficialto your company's fortune. Your company is confident that it will surmount the macroenvironment obstacles and achieve improved profitability in coming years.

On the horizon we see good days to start again at your Company

DIVIDEND

The Board has not recommended any dividend for the year ended 31st March2016.

ENVIRONMENT HEALTH SAFETY AND SOCIAL RESPONSIBILITY

The Company's commitment to preserve and enrich environment by conducting alloperations in an environment-friendly and safe manner continues. We are continuing ourinitiatives to touch the lives of communities in and around manufacturing units bysupporting environmental and health care projects as also educational programs.

Every plant is focused on drive safety work place initiatives which resulted inachieving a no fatal accident record. Regarding environmental performance we continued tostrictly adhere to all environmental conformances.

INTERNAL CONTROL SYSYTEM AND ADEQUACY

Your company maintains adequate internal control system in all area of operations.Services of internal and external auditors are utilized from time to time as alsoin-house expertise and resources. The company continuously upgrades these systems in linewith the best available practices.

These reports and deviation are regularly discussed with Management and CommitteeMembers and action taken whenever necessary.

An Independent Audit Committee of the Board reviews the adequacy of internal control.

MAJOR EXPANSION PLANS

Projects are proceeding at place considered appropriate in the prevailing economicsituation global scenario and the company's business strategy.

STEPS IN MANUFACTURING AND PROCUREMENT

Your company continues to focus on various initiatives to improve operationalefficiencies like improving yields exploring new geographies for entering new areas ofbusiness.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under provisions of Section 134 of the Companies Act2013 and read withRule 8(3) of Companies (Accounts) Rules 2014 details relating to conservations of Energyand foreign Exchange Earnings and Outgo are given below:

Kala-Amb (HP)

A. POWER & FUEL CONSUMPTION:-

Conservation of Energy 2015-2016 2014-2015
a) Electricity Purchased
(In Units) 1400160 1380260
Total Amount in (Rs In Lakhs) 81.46 80.98
Rate/Unit (Rs) 5.82 5.87
b) Furnace Oil & Other Fuel
Quantity (in Ltr) 421905 358338
Total Amount in (Rs In Lakhs) 130.61 155.95
Rate/ Litre (Rs) 30.96 43.52
c) Gas
Quantity (in Kgs.) 17398 12274
Total Amount in (Rs In Lakhs) 9.54 9.21
Rate/ Kgs (Rs) 54.81 75.05

The Company has been continuously attempting to create a conscious awarenessagainst excessive consumption and wastage at all levels.

B. CONSUMPTION PER UNIT OF PRODUCTION:-
Particulars 2015-2016 2014-2015
a) Electricity Purchased
Total Amount in (Rs In Lakhs) 81.46 80.98
Production at Kala-Amb (in Kgs.) 2376309 2492822
Rate/Kgs. (Rs) 3.43 3.25
b) Furnace Oil & Other Fuel
Total Amount in (Rs In Lakhs) 130.61 155.95
Production at Kala-Amb (in Kgs.) 2376309 2492822
Rate/Kgs. (Rs) 5.50 6.26
c) Gas
Total Amount in (Rs In Lakhs) 9.54 9.21
Production at Kala-Amb (in Kgs.) 2376309 2492822
Rate/ Kgs (Rs) 0.40 0.37

The Company is not in a position to compile and give information relating toconsumption per unit of production since products are having different processes ofproduction. But efforts have been put to compile the data presented.

Sangli (Maharashtra)

A. POWER & FUEL CONSUMPTION:-

Conservation of Energy 2015-2016 2014-2015
a) Electricity Purchased
(In Units) 359560 993712
Total Amount in (Rs In Lakhs) 32.29 66.64
Rate/Unit (Rs) 8.98 6.71
b) Furnace Oil & Other Fuel
Quantity (in Ltr) 209028 222192
Total Amount in (Rs In Lakhs) 54.65 96.85
Rate/ Litre (Rs) 26.14 43.59
c) Coke
Quantity (in Kgs.) 22888 25160
Total Amount in (Rs In Lakhs) 2.56 1.91
Rate/ Litre (Rs) 11.20 7.61

The Company has been continuously attempting to create a conscious awarenessagainst excessive consumption and wastage at all levels.

B. CONSUMPTION PER UNIT OF PRODUCTION:-

Particulars 2015-2016 2014-2015
a) Electricity Purchased
Total Amount in (Rs In Lakhs) 32.29 66.64
Production at Sangli (in Kgs.) 1663491 2162247
Rate/Kgs. (Rs) 1.94 3.08
b) Furnace Oil & Other Fuel
Total Amount in (Rs In Lakhs) 54.65 96.85
Production at Sangli (in Kgs.) 1663491 2162247
Rate/Kgs. (Rs) 3.29 4.48
C) Coke
Total Amount in (Rs In Lakhs) 2.56 1.91
Production at Sangli (in Kgs.) 92395 98630
Rate/Kgs. (Rs) 2.77 1.94

The Company is not in a position to compile and give information relating toconsumption per unit of production for each product separately since products are havingdifferent processes of production.

A. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT:-

The Company has incurred expenditure towards quality management quality control andto improve the production capacity. The Company has also undertaken cost reduction andcost control program to manage and reduce the cost of production.

B. FOREIGN EXCHANGE INFLOWS & OUTFLOWS

(Rs In Crores)
Particulars 2015-16 2014-15
a) Foreign Exchange Inflows Nil Nil
b) Foreign Exchange Outflows 16.84 58.46
(Actual Paid) (33.38) (57.27)

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2016 was Rs 18.52 Crores.During the year under Review the company has not issued shares with differential votingrights neither granted stock options nor sweat equity shares.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No Significant and material orders has been passed by the regulator courts tribunalsimpacting the going concern status and company's operation in future.

AUDI T COMMITTEE

The Audit Committee of the Board of Directors of the company comprises Mr. SanjayDeokar as Chairman and Mr. Sunderlal Bothra Mrs. Nikita Sand and Vinod Sohanlal Chordiaas members. The Company Secretary acts as Secretary of the Committee. The StatutoryAuditor The Cost Auditor and Chief Financial Officer are permanent invitees to themeeting. The details of all related party transactions if any are placed before theAudit Committee. During the Year there were no instances where the board has not acceptedthe recommendation Audit Committee.

The Audit Committee has also been the responsibility of monitoring and reviewing riskmanagement assessment and minimization procedures implementing and monitoring the riskmanagement plan and indentifying reviewing and mitigating all elements of risks which theCompany may be exposed to.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was constituted with Mr. Vinod Chordia asChairman and Mr. Vinod Sohanlal Chordia Mrs. Nikita Sand Mr. Sunderlal Bothra as Membersof the Committees. The Company Secretary acts as the Secretary of the Committee. TheCompany has delegated the responsibility for share transfer and other routine sharemaintenance work to the Company Secretary and to M/s Sharex Dynamics (India) Pvt Ltd TheRegistrar and Share Transfer Agent of the Company. All requests for dematerialization andremateralisation of shares transfer or transmission of shares and other sharesmaintenance matters are completed within 10 days o receipt of valid and completedocuments. Minutes of the committee meeting are circulated to all Directors and discussedat the Board Meeting.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In Compliances with provisions of Section 177(9) of the Companies Act 2013 and Clause49 of the Listing Agreement the Company has framed a Whistle Blower Policy/VigilMechanism to report concerns about the Company's working or about any violation of itspolicies.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the director's individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committees.

RISK MANGEMENT

Risk Management is the process of identification assessment and prioritization orrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Audit Committee and approved by the Board from time totime. These procedures are reviewed to ensure that executive management control risksthrough means of a properly defined framework.

EXTRACTS OF ANNUAL REPORT

The details forming part of the extracts of the Annual Return in Form MGT-9 as requiredunder section 92 of Companies Act 2013 is marked as Annexure "A" which isannexed hereto and forms part of the Board Report.

DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ashok Surana Mr. Nirmal DagaMr. Vinod Sohanlal Chordia Mr. Sanjay Deokar and MrsNikita Sand are Independent Directors on the Board of the Company. The company hasreceived declaration from all Independent Directors of the company conforming that theymeet the criteria of Independence as prescribed both under the Companies Act 2013 andClause 49 of Listing Agreement.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Vinesh K Shah & Associates practicing Company Secretaries to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report for the financial yearended 31st March 2016 is annexed herewith.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Directors to the best oftheir knowledge and belief confirm that :

i) in the preparation of the annual accounts for the financial year ended 31stMarch2016 the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of profitand loss of the company for the period.

iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of the companies Act2013 for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities.

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

v) Internal financial controls laid down by the Directors have been followed by thecompany and such internal financial controls are adequate and were operating effectively.

vi) proper system to ensure compliance with the provision of all applicable laws werein place and were adequate and operating effectively.

FORWARD LOOKING STATEMENT

This Report contains forward- looking statement that involves risks and uncertainties.Actual results performance or achievement could differ materially from those expressed orimplied in such forward looking statement. Significant factors that could make adifference to the Company's operations include domestic and international economiccondition affecting demand-supply and price conditions foreign exchange fluctuations andchange in government regulations tax regime and other statutes. The company undertakes noobligation to publicly update or revise any forward-looking statements whether as aresult of new information future events or otherwise. Readers are cautioned not to placeundue reliance on these forward-looking statements that speaks only as of their dates.This Report should be read in conjunction with the financial statements included hereinand the notes thereon

ACKNOWLEDGEMENT

Your Directors record their deep appreciation for the encouragement assistance andco-operation received from members government authorities banks and customers. They alsothanks them for the trust reposed in the Management and wish to thanks all employees fortheir commitment and contributions.

For and on Behalf of the Board
Place: Mumbai Sunderlal Bothra Sardarmal Suthar
Date: 30th May 2016 Managing Director Director

‘ANNEXURE A'

To The Members

M/S BOTHRA METALS AND ALLOYS LIMITED

Room No 6A Ground Floor Bothra House 5 Assembly Lane Dadi Seth Agyari LaneKalbadevi Mumbai-400002.

(CIN: L27100MH2001PLC133926)

Our Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis and where ever required we have obtained andrelied on the management representation about the compliance of laws rules andregulations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For VINESH K.SHAH & ASSOCIATES
COMPANY SECRETARIES
Sd/-
VINESH K. SHAH
Place: Mumbai FCS No. : 6449
Dated: August 27 2016 COP No.: 7000