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Bothra Metals & Alloys Ltd.

BSE: 535279 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE583M01012
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OPEN 19.00
PREVIOUS CLOSE 20.00
VOLUME 4000
52-Week high 38.55
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 35.19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.00
CLOSE 20.00
VOLUME 4000
52-Week high 38.55
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 35.19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

MANAGEMENT DISCUSSION AND ANALYSIS

Board’s Report Management Discussion and Analysis

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 fourteenth Annual Report of the business and operation of thecompany and the audited annual accounts for the financial year ended 31st March2015.

FINANCIAL RESULT

(Rs. In Lakhs)
Particulars 2014-15 2013-14
Sales 26246.70 22746.06
Less : Excise Duty 392.84 318.09
Total Income 25853.86 22427.97
Less : Expenditure 24455.91 21303.12
Operating Earnings / (Loss) before Financial cost Depreciation & Tax 1397.95 1124.85
Less : Financial cost 734.86 609.05
: Depreciation 180.88 140.99
Add : Other Income 15.76 55.93
Earnings / (Loss) before Tax 497.97 430.74
Less : Provision for Taxation 123.46 77.10
Profit/(Loss) after Tax 374.53 353.64
Add : Profit/(Loss) Brought Forward 1044.40 690.76
Amount available for Appropriation 1488.91 1044.40
Less : Appropriation
Proposed Dividend 21.65 -
Surplus Carried Forward to Balance Sheet 1397.26 1044.40
Basic Earnings per share (face value of ' 10/- each) 2.02 1.91

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 good improvement as theturnover has increased to the extent of 15.28% from Rs 22427.97 Lakhs during F.Y.2013-2014to Rs 25853.86 Lakhs during F.Y.2014-2015

Company has witnessed a bit of slowdown as global aluminium prices reduced howevercompany has managed to increase its profitability against all odds.

During the Current year under review the company has decided to shift the operations ofBhavnagar Plant to its Sangli Plant w.e.f 15th November2014. The decision wastaken in order to capitalize the benefits of economies of scale available due to mega sizeand scale of operations at sangli plant.

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 still your company has been able tomaintain its volumes and margin

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

For approval of members at the ensuing 14th Annual General Meeting yourDirectors are happy to recommend a dividend at 1% i.e. Paise 0.10/- per equity shareswhich will absorb Rs 18.51 Lakh. The tax on aforesaid dividend to be borne bycompanywhich will be Rs 3.14 Lakhs

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 SYSTEM 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 2014-2015 2013-2014
a) Electricity Purchased
(In Units) 1380260 1308900
Total Amount in (' In Lakhs) 80.98 80.08
Rate/Unit (Rs.) 5.87 6.12
b) Furnace Oil & Other Fuel
Quantity (in Ltr) 358338 437506
Total Amount in (' In Lakhs) 155.95 206.22
Rate/ Litre (Rs.) 43.52 47.14
c) Gas
Quantity (in Kgs.) 12274 9080
Total Amount in (' In Lakhs) 9.21 8.79
Rate/ Kgs (Rs.) 75.05 96.77

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

B. CONSUMPTION PER UNIT OF PRODUCTION:-

Particulars 2014-2015 2013-2014
a) Electricity Purchased
Total Amount in (' In Lakhs) 80.98 80.08
Production at Kala-Amb (in Kgs.) 2492822 2478701
Rate/Kgs. (Rs.) 3.25 3.23
b) Furnace Oil & Other Fuel
Total Amount in (' In Lakhs) 155.95 206.22
Production at Kala-Amb (in Kgs.) 2492822 2478701
Rate/Kgs. (Rs.) 6.26 8.32
c) Gas
Total Amount in (' In Lakhs) 9.21 8.79
Production at Kala-Amb (in Kgs.) 2492822 2478701
Rate/ Kgs (Rs.) 0.37 0.35

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.

Bhavnagar (Gujrat)

A. POWER & FUEL CONSUMPTION-

Conservation of Energy 2014-2015 2013-2014
a) Electricity Purchased
(In Units) 1440 2348
Total Amount in (' In Lakhs) 0.16 0.27
Rate/Unit (Rs.) 10.90 11.41
b) Coke
Quantity (in Kgs.) 6300 22330
Total Amount in (' In Lakhs) 0.99 3.46
Rate/ Kgs (Rs.) 15.74 15.50

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

B. CONSUMPTION PER UNIT OF PRODUCTION:-

Particulars 2014-2015 2013-2014
a) Electricity Purchased
Total Amount in (' In Lakhs) 0.16 0.27
Production at Bhavnagar (in Kgs.) 36554 107995
Rate/Kgs. (Rs.) 0.43 0.25
b) Coke
Total Amount in (' In Lakhs) 0.99 3.46
Production at Bhavnagar (in Kgs.) 36554 107995
Rate/ Kgs (Rs.) 2.71 3.20

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.

Sangli (Maharashtra)

A. POWER & FUEL CONSUMPTION:-

Conservation of Energy 2014-2015 2013-2014
a) Electricity Purchased
(In Units) 993712 549438
Total Amount in (' In Lakhs) 66.64 46.90
Rate/Unit (Rs.) 6.71 8.54
b) Furnace Oil & Other Fuel
Quantity (in Ltr) 222192 217701
Total Amount in (' In Lakhs) 96.85 89.30
Rate/ Litre (Rs.) 43.59 41.02
c) Coke
Quantity (in Kgs.) 25160 24439
Total Amount in (' In Lakhs) 1.91 2.15
Rate/ Litre (Rs.) 7.61 8.81

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

B. CONSUMPTION PER UNIT OF PRODUCTION:-

Particulars 2014-2015 2013-2014
a) Electricity Purchased
Total Amount in (' In Lakhs) 66.64 46.90
Production at Sangli (in Kgs.) 2162247 1564083
Rate/Kgs. (Rs.) 3.08 3.00
b) Furnace Oil & Other Fuel
Total Amount in (' In Lakhs) 96.85 89.30
Production at Sangli (in Kgs.) 2162247 1564083
Rate/Kgs. (Rs.) 4.48 5.71
C) Coke
Total Amount in (' In Lakhs) 1.91 2.15
Production at Sangli (in Kgs.) 98630 149387
Rate/Kgs. (Rs.) 1.94 1.44

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.

C. 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.

D. FOREIGN EXCHANGE INFLOWS & OUTFLOWS

(Rs. In Crores)
Particulars 2014-15 2013-14
Foreign Exchange Inflows Nil Nil
Foreign Exchange Outflows 58.46 46.28
(Actual Paid) (57.27) (48.53)

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2015 was Rs 18.52 Crores. During theyear under Review the company has not issued shares with differential voting rightsneither 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.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the company comprises Mr. Ashok Suranaas Chairman and Mr. Sunderlal Bothra Mr. Kavindra Kr Chhajer as members. The CompanySecretary acts as Secretary of the Committee. The Managing Director and Chief FinancialOfficer are permanent invitees to the meeting. The details of all related partytransactions if any are placed before the Audit Committee. During the Year there were noinstances where the board has not accepted the 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. Ashok Surana asChairman and Mr. Nirmal Daga Mr. Sardarmal Suthar as Members of the Committees. TheCompany Secretary acts as the Secretary of the Committee. The Company has delegated theresponsibility for share transfer and other routine share maintenance work to the CompanySecretary and to M/s Sharex Dynamics (India) Pvt Ltd The Registrar and Share TransferAgent of the Company. All requests for dematerialization and remateralisation of sharestransfer or transmission of shares and other shares maintenance matters are completedwithin 10 days o receipt of valid and complete documents. Minutes of the committee meetingare circulated to all Directors and discussed at 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 ofits policies.

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 ofits Audit 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 b Board from timeto time. 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 Daga Mr. Kavindra Kr Chhajer Mr. Vinod Sohanlal Chordiaand Miss Nikita Sand are Independent Directors on the Board of the Company. The companyhas received declaration from all Independent Directors of the company conforming thatthey meet the criteria of Independence as prescribed both under the Companies Act 2013and Clause 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 Ms. Harsha Pugalia practicing Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report for the financial year ended 31stMarch 2015 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 31stMarch2015 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 forwardlooking statements that speaks only as of their dates. ThisReport should be read in conjunction with the financial statements included herein and thenotes 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
Sunderlal Bothra Sardarmal Suthar
Managing Director Director
Place : Mumbai
Date : 30th May 2015

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