Your company has delivered present performance in the backdrop of continuingsluggishness in the macro-env ironment. The Company Iras pleasure in presenting before youAnnual Report of tire business and operation of the company and the Audited FinancialStatements for tire financial year ended 31st March 2020.
FINANCIAL RES ITT
| || ||(Rs. In Lakhs) |
|Particulars ||2019-20 ||2018-19 |
|Sales ||1889.97 ||2970.20 |
|Less: Excise Duly ||0.00 ||0.00 |
|Add: Direct Income ||6.70 ||1.11 |
|Total Income ||1896.97 ||2971.31 |
|Less: Expenditure ||1990.52 ||2934.16 |
|Operating Earnings/ (Loss) before Financial cost Depreciation & Tax ||(93.55) ||37.15 |
|Less: Financial cost ||0.37 ||(0.13) |
|Less: Depreciation ||65.85 ||82.84 |
|Add: Other Income ||2.47 ||(0.98) |
|Earnings / (Loss) before Tax ||(157.30) ||(46.54) |
|Less: Provision for Taxation ||9.98 ||(6.64) |
|Profit/(Loss) after Tax ||(167.28) ||(39.89) |
|Add: Profit/(Loss) Brought Forward ||(199.83) ||(159.94) |
|Amount available for Appropriation ||(367.11) ||(199.83) |
|Less: Appropriation || || |
|Proposed Dividend ||0.00 ||0.00 |
|Surplus Carried Forward to Balance Sheet ||(367.11) ||(199.83) |
|Basic Earnings per share (Face Value of Rs.10/- each) ||(0.90) ||(0.22) |
STATE OF AFFAIRS
The Company is going through a challenging phase. A Corporate Insolvency ResolutionProcess (C1RP) Iras been initiated under Insolvency and Bankruptcy Code 2016. against theCompany by one of tire Company lenders. Syndicate Bank (since merged with Canara Hank hyvirtue of Amalgamation of Syndicate Hank into Canara Hank Scheme 2020 announced vide Co!Gazette notification .Xo. GSR 155(E) dated4th March 2020) vide NCLT Mumbai's Order dated 6thJuly 2020. The Company is turdergoing the above CIRP proceedings as at tire date ofthis
Report. The Company is thankful to each one of stakeholders of tire Company for thecontinued support & patronage extended to the Company in its ups & downs.
MAJOR EXPANSION PLANS & STEPS IN MANUFACTURING AND PROCUREMENT
The Company continued to focus on various initiatives to improve operationalefficiencies like improving yields etc. The Company lias not been exploring newgeographies or entering new areas of business.
MATERIAL EVENTS POST BALANCE SHEET DATE
Syndicate Bank a banker of Company and a Body Corporate constituted under BankingCompanies (Acquisition and Transfer of Undertakings) Act. 1980 has filed a Petition underSection 7 of the Insolvency and Bankmplcy Code 2016 (Code) before the Hon'ble NationalCompany Law Tribunal (NCLT) Mumbai Bench to initiate corporate insolvency resolutionprocess as per the Code against the Company ("Corporate Debtor").
The said application has been admitted by the Hon'ble NCLT. Mumbai Bench on 6lhJuly 2020 and Mr. Harish Kant Kaushik has been appointed as the Interim ResolutionProfessional of the Corporate Debtor. Pursuant to Section 17 of the Code on initiation ofCIRP. the powers of the Board of Directors of the Corporate Debtor hav e stood suspendedand vest with the Interim Resolution Professional (IRP) during the CfRP period.
As a result this Report is also being issued by the Interim Resolution Professional(IRP) under his signature with such minimum information as made available by Company midas may be required to be disclosed under the Companies Act. 2013. and SEBI Regulations.
All the declarations made in this Report arc as per the Directors' Declarations &Certifications and Auditors of the Company. The IRP has not verified the accuracy of theinformation and data including with respect to the compliance of all applicable laws bythe Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under provisions of Section 134 of the Companies Act 2013 and read withRule 8(3) of Companies (Accounts) Rules 2014 details relating to Conservation of EnergyTeclmologv Absorption and Foreign Exchange Earnings and Outgo are given below:
1) ENERGY CONSERVATION:
A. ELECTRICITY CONSUMPTION:
|Electricity Consumption ||2019-20 ||2018-19 |
|Units purchased ||725935 ||919620 |
|Tot;il amt paid (Rs / lacs) ||45.01 ||55.74 |
|Av erage price (Per unit consumed) ||6.20 ||6.06 |
B. FURNACE OIL & OTHER FUEL:
|Particulars ||2019-20 ||2018-19 |
|Purchased (Ltrs) ||209099 ||208676 |
|Total Amt paid (Rs / lacs) ||84.69 ||77.08 |
|Average price (per Litre) ||40.50 ||36.94 |
C. GAS CONSUMED:
|Particulars ||2019-20 ||2018-19 |
|Quantity (kgs) ||94712 ||100079 |
|Total amt paid (Rs / lacs) ||40.00 ||49.19 |
|Average price (per kg) ||42.50 ||49.15 |
The Company has been continuously attempting to create a conscious awareness againstexcessive consumption and wastage at all levels.
2) 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.
3) FOREIGN EXCHANGE INFLOWS & OUTFLOWS
| || ||(Rs. In Crorcs) |
|Particulars ||2019-20 ||2018-19 |
|Foreign Exchange Inflows ||NIL ||NIL |
|Foreign Exchange Outflows ||NIL ||NIL |
No dividend lias been recommended for the year ended 31st March. 2020. Sincethere are losses recorded in the Year ended 31s' March 2020. question oftransfer of any amount out of profits to reserv es does not arise.
INTERNAL CONTROL SYSTEM AND ADEQUACY
The Company has reported maintenance of adequate internal control system in the areaof its operations. Sendees of internal and external auditors arc utilized from time totime as also inhouse expertise and resources.
The Company lias discussed these reports and deviation regularly with Management andCommittee Members mid action were taken whenever necessary. During the Year anIndependent Audit Committee of the Board reviewed the adequacy of internal control.
The Paid-up Equity Share Capital as on 3 1st March. 2020 was Rs 18.52Crores. During the year under Review (he company has not issued shares with differentialvoting rights neither granted stock options nor any sweat equity shares.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
The Company management has advised that during the financial year 2019-20 nosignificant and material orders lias been passed by the regulator courts tribunalsimpacting the going concern status and company's operation in future. For further updatemembers are advised to refer to MATERIAL EVENTS POST BALANCE SHEET DATE covered in thisReport
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
During the financial year. Mr. Vasudev Shamia resigned from the Directorship of theCompany w.c.f. 19th February 2020. The Company puts on record its appreciationfor the services rendered by Mr. Vasudev Shamia during his tenure as Director.
Mr. Gopal Maheshwari (DIN: 08741584) was appointed as an Independent Director on theBoard of Directors w.e.f. 15th May. 2020.
Mr. Gopal Maheshwari (DIN: 08741584) has subsequently tendered his resignation from theDirectorship of the Company vide his letter dated 13th January. 2021. Hisresignation has been accepted by the Interim Resolution Professional on 20thMarch. 2021. Accordingly he is relieved from liis responsibilities as Director of theCompany w .e.f. 20th March 2021. The Company puls on record its appreciationfor the services rendered by Mr. Gopal Maheshwari during liis tenure as Director.
The Board of Directors consist of 4 (Four) Directors as at the date of this Report.
Mr. Priya Jain. Company Secretary has resigned from the Company w.e.f. 4thJuly. 2020.
During the financial year the Board of Directors met 4 (Four) times on 30thMay 2019 5th September 2019 13th November 2019 and 19thFebruary 2020.
During the financial year die Audit Committee of the Board of Directors of the Companycomprised of Mrs. Lubdlia Porvval as Chairperson and Mr. Sundcrlal Bothra & Mr.Vasudev Sltarma as members. The Company Secretary' acts as the Secretary of the Committee.
Mr. Vasudev Sharma has resigned from the Dircctorsliip of the Company w.c.f. 19thFebruary 2020. Consequently his office as a member of the NRC has also vacated.
The Statutory Auditor The Cost Auditor and The Chief Financial Officer arc permanentinvitees to the meetings of the Audit Committee. The details of all related partytransactions if any. are placed before the Audit Committee. During the year there wereno instances where the Board had not accepted the recommendations of the Audit Committee.
The Audit Committee has also been assuming the responsibility of monitoring and reviewing risk management assessment and minimization procedures implementing and monitoringthe risk management plan and identifying reviewing and mitigating all elements of riskswhich the Company may be exposed to.
NOMINATION AND REMUNERATION COMMITTEE
During tire financial year. Nomiration and Remuneration Conunittee (NRC) comprised ofMrs. Lubdlia Porwal as Chairperson and Mr. Sunderlal Botina & Mr. Vasudev Sharma asmembers. The Company Secretaiy acted as the Secretary of the Conunittee.
Mr. Vasudev Sharma lias resigned from the Directorship of the Company w.e.f. 19thFebruary 2020. Consequently his office as a member of the NRC lias also vacated.
The Company has delegated the responsibility for share transfer and other routine sharemaintenance work to the Company Secretary and to M/s. Link Intime India Pvt. Ltd. theRegistrar and Sha re Transfer Agents of the Company. All requests for dcmatcrializationand rc- matcralization of shares transfer or transmission of shares and other sharesmaintenance matters arc completed within 10 days of receipt of valid and completedocuments. Minutes of the NRC Committee Meetings arc circulated to all Directors anddiscussed at the Board Meetings held during the Year.
VIGIL MECHANISMAVHISTLE BLOWER POLICY
In compliances with provisions of Section 177(9) of the Companies Act. 2013 andRegulation 22 of the SEB1 (LODR) Regulations. 2015 the Management hits advised that theCompany has framed a Whistle Blower Policy/ Vigil Mechanism to report concerns about theCompany's working or about any violation of its policies.
Pursuant to the provisions of the Companies Act. 2013 and applicable provisions of theSEBI (LODR) Regulations. 2015. the Management lias advised that the Board had carried outan annual performance evaluation of its own performance the director's individually aswell as the evaluation of the working of its Audit Committee and Nomination andRemuneration Committee during the Year.
Risk Management is the process of identification assessment and prioritization orrisks followed by coordinated efforts to minimize monitor and mitigale/conlrol theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities the Management lias advised that the Company lias laid a comprehensive RiskAssessment and Minimization Procedure which is reviewed during the Year by the AuditCommittee and approved by the Board from time to time. The Management lias advised thatthese procedures are reviewed to ensure that executive management control risks tliroughmeans 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 fonns part of the Board Report.
DECLARATION BY INDEPENDENT DIRECTOR
During the financial year. Mr. Vasudev Sharma and Mrs. Lubdha Porwal were theIndependent Directors on the Board of Directors of the Company. The Company had receiveddeclarations for F.Y. 2019-20 from both the Independent Directors of the Companyconforming dial they meet the criteria of Independence as prescribed both under theCompanies Act. 2013 and SEBI (LODR) Regulations. 2015. The Company had also receivedDeclaration of Independence from Mr. Gopal Malieshwari for the period effectiv e duringhis directorship of the Company.
M/s. Rajeev Sood and Co. bearing FRN: 010478N. have been appointed as the StatutoryAuditors of the Company for the Financial Year 2020-21. by the Interim ResolutionProfessional (IRP). Their appointment has duly been ratified by Committee of Creditors asper the provisions of Insolvency and Bankruptcy Code-2016.
Pursuant to the provisions of Section 204 of Companies Act. 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Vincsh K Shah & Associates. Practicing Company Secretaries to undertakethe Secretarial Audit of the Company for F.Y. 2019-20. The Secretarial Audit Report forthe financial year ended 31st March. 2020. is annexed herewith and forms partof this Report.
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:
a) In the preparation of the annual accounts for the financial year ended 3 lslMarch 2020. the applicable accounting standards have been followed;
b) Appropriate accounting policies liave 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:
c) Proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act. 201.3 for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities:
d) The annual accounts have been prepared on a going concern basis;
e) Internal financial controls laid down by the Directors have been followed by thecompany and such internal financial controls are adequate and were operating effectively:
f) Proper sy stem to ensure compliance with the provision of all applicable laws werein place and were adequate and operating effectively.
FORWARD LOOKING STATEMENT
Tliis 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 arc cautioned not to placeundue reliance on these forward-looking statements that speaks only as of their dates.Tliis Report should be read in conjunction with the financial statements included hereinand the notes thereon.
The Company records its deep appreciation for the encouragement assistance andco-operation receiv ed from members government authorities banks and customers. TheCompany also thanks them for the trust reposed in the Company and wish to thanks allemployees for their commitment and contributions.
|Yours Faithfully |
|For Bothra Metals & Alloys Ltd. (Company under Corporate Insolv ency Resolution Process) |
|LJ/vniCLJ Digitally signed by nMnljn harish kaushik |
|W A 1 1 c U 1 V Date: 2021.03.24 l\M U J11 1 l\ 202/:42 0V30' |
|Harish Kant Kaushik |
|As Interim Resolution Professional of Bothra Metals & Alloys Ltd. |
|Reg. No. IBBI/IPA-001/IP-P-01469/2018-2019/12340 |
|Address: Flat No. 1904 Sapphire Regency Towers Kavesar |
|Ghodhunder Road Thane (W) - 4000615 |
|Email ID: harishkant2007a uniail.com. irn.bothramctals a iimail.com |
|Date: 22' March 2021 |
|Place: Mumbai |