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Rohit Ferro Tech Ltd.

BSE: 532731 Sector: Metals & Mining
NSE: ROHITFERRO ISIN Code: INE248H01012
BSE 00:00 | 07 Apr Rohit Ferro Tech Ltd
NSE 05:30 | 01 Jan Rohit Ferro Tech Ltd
OPEN 30.95
PREVIOUS CLOSE 28.45
VOLUME 51851
52-Week high 58.70
52-Week low 8.86
P/E
Mkt Cap.(Rs cr) 324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.95
CLOSE 28.45
VOLUME 51851
52-Week high 58.70
52-Week low 8.86
P/E
Mkt Cap.(Rs cr) 324
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rohit Ferro Tech Ltd. (ROHITFERRO) - Director Report

Company director report

Dear Shareholders

Your Management are pleased to present the Twenty-first Annual Report together with theAudited Financial Statements of your Company for the Financial year ended on 31st March2021.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS ("GRP"):

As informed earlier to the members of Rohit Ferro-Tech Limited ("theCompany") that the Hon'ble National Company Law Tribunal ("Hon'ble NCLT")Kolkata Bench vide its order dated 7th February 2020 in Company Petition No. CP(IB)1214/KB/2018 ("Insolvency Commencement Order") had initiated CorporateInsolvency Resolution Process ("CIRP") for your Company based on the petitionfiled by the State Bank of India in accordance with Section 7 of the Insolvency andBankruptcy Code 2016 ("IBC 2016"/"the Code"). Pursuant to the saidorder Mr. Supriyo Kumar Chaudhuri (IP Registration No. IBBI/IPA-001/IP-P00644/2017-18/11098) was appointed as the Interim Resolution Professional ("IRP") andthereafter he was re-appointed as the Resolution Professional ("RP") of theCompany by the Committee of Creditors ("CoC") to manage the affairs of theCompany as per the provisions of the Code.

Thereafter pursuant to Section 17 of the Code the powers of the Board of Directors ofthe Company stand suspended on commencement of the CIRP and the same are being exercisedby Mr. Supriyo Kumar Chaudhuri Resolution Professional w.e.f. 7th February 2020.

APPROVAL OF THE RESOLUTION PLAN BY COMMITTEE OF CREDITORS ("COC")

The Resolution Professional invited expression of interest for the Company andsubsequently received five Resolution Plans from Prospective Resolution Applicants as perthe provisions of the Code. Based upon the Resolution Plans submitted by the ProspectiveResolution Applicants the Committee of Creditors ("CoC") approved theResolution Plan submitted by Tata Steel Mining Limited with requisite majority through thee-voting process concluded on 5th June 2021.

In accordance with the aforesaid and pursuant to Section 30(6) of the Code theResolution Professional has filed the Resolution Plan (as approved by the CoC) with theHon'ble National Company Law Tribunal Kolkata Bench on 7th June 2021 for its subsequentapproval thereupon.

FINANCIAL HIGHLIGHTS

(Rs in Crores)

Standalone

Particulars Current Year Previous Year
31-03-2021 31-03-2020
Revenue from Operation 634.12 738.35
Other Income 2.22 1.42
Total Revenue 636.34 739.77
Profit before Finance Cost Depreciation and Tax (44.46) (88.38)
Depreciation & Amortisation 23.14 33.13
Finance Cost 1.70 31.54
Exceptional Item - 532.54
Tax Expenses - (6.23)
Net Profit after Tax (69.29) (679.36)
Other Comprehensive Income/(Loss) (Net of Tax) 0.19 (0.24)
Total Comprehensive Income/(Loss) (69.10) (679.60)

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved a total Revenue from Operationof Rs 634.12 Crores (P.Y. Rs 738.35 Crores) registering a decrease of 14.12% over previousyear. The Company incurred a Net Loss of Rs 69.29 Crores as against Net Loss of Rs 679.36Crores in previous year. The loss is mainly due to low-capacity utilisation of plantsincrease in input cost etc.

DIVIDEND

No dividend is recommended for the financial year ended on 31st March 2021 as theCompany is under Corporate Insolvency Resolution Process and do not have adequate profits.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act 2013 (theAct) and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Consolidated Financial Statements form part of this Annual Report.The Consolidated Financial Statements are prepared in accordance with the IndianAccounting Standards (IND-AS) notified under Section 133 of the Act read with Companies(Accounts) Rules 2014.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In consonance with the stipulation contained in Section 28 of the IBC 2016 any changein the management of the Corporate Debtor shall not be made without prior approval of theCommittee of Creditors. Since Mr. Ankit Patni Managing Director is subject to retire byrotation at the ensuing Annual General Meeting but no consent has been received from him.No other Directors have also proposed to be appointed/re-appointed hence appointment/re-appointment of the Directors are not recommended at the ensuing Annual General Meeting.Further pursuant to Section 17 of the IBC 2016 the powers of the Board of Directorsstand suspended during the continuance of the CIRP. However the provisions of Section 238of the IBC 2016 override other applicable laws which are in contravention to theprovisions of the code.

Mr. R. K. Burnwal (DIN: 07479341) Director of the Company who was liable to retire byrotation pursuant to the provisions of sub section (6) and (7) of Section 152 of theCompanies Act 2013 at the last Annual General Meeting his re-appointment was rejected bymajority of the shareholders.

Mr. Ankit Jain (DIN: 07672255) and Mr. Ankit Rungta (DIN: 06893793) IndependentDirectors have already placed their resignation before the Company w.e.f. 7th March 2020.Mrs. Sujata Agarwal (DIN: 06833458) and Mr. Sharat Malik (DIN: 08529458) IndependentDirectors have also placed their resignation before the Company w.e.f. 29th May 2020 and20th July 2020 respectively. Accordingly the Resolution Professional of the Company putthe said resignations before the CoC but the same were not approved by CoC.

The Company is under Corporate Insolvency Resolution Process and any change inmanagement has to be approved by the members of CoC. Therefore the composition of theBoard of Directors remains same and suspended during the year under review as no change inthe Board of Directors has been approved by the members of CoC.

Key Managerial Personnel:

Mr. Ankit Patni is the Managing Director of the Company and Mr. Vipul Jain is the ChiefFinancial Officer of the Company.

Mr. Anil Prasad Shaw is the Company Secretary.

The Directors except Mr. R K Burnwal (DIN: 07479341) Mr. Ankit Jain (DIN: 07672255)Mr. Ankit Rungta (DIN: 06893793) Mrs. Sujata Agarwal (DIN: 06833458) and Mr. Sharat Malik(dIN: 08529458) as on 31st March 2021 have confirmed having complied with Code of Conductfor the Board of Directors and Senior Management Personnel of your Company. The complianceof the code helps your Company to maintain standard of ethics and ensure compliance oflegal requirements applicable.

It may further be noted that pursuant to the Insolvency Commencement Order and inconsonance with the stipulation contained in Section 17 of the Code the powers of theBoard of Directors and/or Board Committees stand suspended and the same are beingexercised by the Resolution Professional w.e.f. 7th February 2020.

DIRECTORS'/MANAGEMENT RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 based on internal financialcontrols work performed by the internal statutory cost and secretarial auditors thereviews performed by the management that for the year ended 31st March 2021 theconfirmation is hereby given for the Company having:

a. that in the preparation of the Annual Accounts for the year ended 31st March 2021the applicable Accounting Standards have been followed with proper explanation relating tomaterial departures if any;

b. that they have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at end of the financial year and of the profitor loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that they have prepared the accounts for the financial year ended on 31st March2021 on a 'Going Concern' basis;

e. that they have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

No meeting of the Board of Directors or Committee was held after the commencement ofCorporate Insolvency Resolution Process w.e.f. 7th February 2020.

However the Resolution Professional has conducted six meetings with Directors and KeyManagerial Personnel of the Company during the financial year 2020-21 to the limitedextent for complying with the requirements of law. The details of the number of meetingsheld during year form part of the Corporate Governance Report.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has not received any declarations from all the Independent Directors thatthey meet the criteria of Independence as prescribed under Section 149(7) of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015 with the Stock Exchanges due to resignationsfrom their end but the same were not accepted by the Committee of Creditors of theCompany.

NOMINATION & REMUNERATION POLICY

The Company's Nomination & Remuneration Policy and other matters provided underSection 178(3) of the Companies Act 2013 has been disclosed in the Corporate GovernanceReport which form part of this Annual Report.

BOARD EVALUATION

In pursuance to Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 and SEBI (LODR) Regulations 2015 the Nomination andRemuneration Committee had adopted a formal mechanism for evaluating the performance ofthe Board of Directors as well as that of its Committees and individual Directorsincluding Chairman of the Board Key Managerial Personnel/ Senior Management etc.

In the past the exercise was carried out based on various parameters such as thecomposition of the Board experience competencies contribution towards accuratefinancial reporting strategic guidance risk mitigation internal controls governanceleadership and talent development managing external stakeholders governance issues etc.

Consequent to admission of the Company into CIRP and in consonance with the stipulationcontained in Section 17 of the Code the powers of the Board of Directors and/or BoardCommittees stand suspended and the same are being exercised by the Resolution Professionalw.e.f. 7th February 2020. Hence no annual performance evaluation was carried out duringthe year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The details of operating performance of the Company for the year the state of affairsand the key changes in the operating environment have been analysed in the ManagementDiscussion and Analysis Report which form part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to the SEBI (LODR) Regulations 2015 the detailed Report on CorporateGovernance and the Auditors' Certificate regarding compliance of conditions of CorporateGovernance are annexed to this Report.

The provisions specified in Regulations 17 18 19 and 20 of the SEBI (LODR)Regulations 2015 are not applicable to the Company w.e.f. 7th February 2020 due toinitiation of CIRP against the Company.

SUBSIDIARIES

As on 31st March 2021 the Company has 1 (one) Subsidiary i.e. M/s. SKP Overseas Pte.Ltd. (Wholly Owned Subsidiary). As per the verdict of Supreme Court of the Republic ofIndonesia No. 1580K/Pdt/2018 dated 12th July 2019 SKP Overseas Pte. Ltd. Singapore doesnot have legal force and is not eligible to own and/or control shares of PT. Bara PrimaMandiri Indonesia.

In accordance with Section 129(3) of the Companies Act 2013 a statement containingthe details of performance and financial positions of the Subsidiary Company i.e. M/s.SKP Overseas Pte. Ltd. is given in Form AOC-1 which is annexed to the FinancialStatements.

As per the provisions of the Companies Act 2013 your Company has provided theConsolidated Financial Statements as on 31st March 2021. The Unaudited FinancialStatements of the Subsidiary Company will also be available for inspection during thebusiness hours at the Corporate Office of your Company.

PUBLIC DEPOSITS

Your Company has not accepted any Fixed Deposit within the meaning of Chapter V ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 and as such no amount of principal or interest was outstanding as on the BalanceSheet date.

INSURANCE

The properties and insurable assets and interests of the Company like building plantand machinery and stocks among others are adequately insured.

CREDIT RATING

During the year under review Credit Rating has not been done. The Company's creditrating for last available year for Long-Term Loans & Fund Based Limits was [ICRA] Dand for Short-Term Limits was [ICRA] D as given by ICRA Limited.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (LODR) Regulations 2015 top 1000 listedentities based on market capitalization are required to formulate a Dividend DistributionPolicy. Accordingly your Company is not required to formulate the Dividend DistributionPolicy.

CHANGE IN CAPITAL STRUCTURE & MEMORANDUM OF ASSOCIATION

During the year under review there is no changes in capital structure or Memorandum& Articles of Association of the Company.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the Financial Year ended on 31st March 2021 in FormMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is set out as an Annexure-I tothe Board's Report and form part of this Annual Report. The extract of Annual Return isalso available on the website of the Company at www.rohitferrotech.com

AUDITORS AND AUDITORS' REPORT

Internal Auditors

Your Company proposes to re-appoint M/s. NR & Associates Cost Accountants tooversee and carry out the internal audit of the Company for Financial year 2021-22.

Cost Auditors

The Company has duly prepared and maintained the cost records of the businessactivities carried out by the Company during the financial year 2020-21 as requiredpursuant to the provisions of Section 148(1) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014.

Further the Company has re-appointed M/s. S. B. & Associates Cost Accountants asCost Auditors of the Company for conducting cost audit for the financial year 2021-22.

Accordingly a resolution seeking approval of the members for ratifying theremuneration payable to Cost Auditors for the financial year 2021-22 will be provided inthe Notice to the ensuing Annual General Meeting.

Secretarial Auditors Secretarial Audit and Secretarial Compliance Report

The Company has re-appointed M/s K. C. Dhanuka & Co. (Prop. Mr. K.C. Dhanuka FCS- 2204 C.P. No. 1247) as the Secretarial Auditor of your Company for the financial year2021-22 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

The Secretarial Audit Report for the Financial Year ended 31st March 2021 in Form MR-3is annexed as Annexure- II and form part of the Report.

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated 8th February 2019Secretarial Compliance Report for the Financial Year ended 31st March 2021 issued by M/sK. C. Dhanuka & Co. (Prop. Mr. K.C. Dhanuka FCS - 2204; C.P. No. 1247) is annexedherewith and marked as Annexure-III to this report. The Secretarial Audit & ComplianceReport also contain qualifications reservation or adverse remarks.

Replies to the observations made in Secretarial Audit Report and Secretarial ComplianceReport:

Sl. No. Observations/ Remarks Management's Replies
1. The Company has delayed in submission of Financial Results for the Quarter and Year ended 31st March 2020. Delay was caused in submission of financial results for the quarter and year ended 31st March 2020 due to global outbreak of Covid-19 pandemic forcing governments to enforce lockdowns lack of sufficient resources and absence of auditors and employees. However the Company had complied with Regulation 33 of SEBI (LODR) Regulations 2015 with a delay of 24 days. The Company has also replied to show cause notices issued by BSE and NSE requesting for waiver of penalty which is still under final consideration.
The show cause notice has been issued by BSE and NSE imposing penalties.
2. Following resolutions proposed at the adjourned Annual General Meeting held on 13th November 2020 were not adopted: Unadopted audited financial statements of the Company (both standalone and consolidated) for the financial year ended 31st March 2020 has been filed with the Registrar of Companies Kolkata on 8th December 2020. However the Company has again proposed an Ordinary Resolution for adoption of Audited Financial Statements (both Standalone and Consolidated) for the financial year ended 31st March 2020 seeking approval of the shareholders at the 21st Annual General Meeting of the Company. The re-appointment of Mr R. K. Burnwal was rejected by majority of the shareholders in the AGM held in the year 2020. However the Committee of Creditors of the Company has not accepted the same pursuant to the power provided by the IBC 2016. Terms of service of Mr. R. K. Burnwal was revised by the CoC for his continuation as a Non-Executive Director w.e.f. 1st May 2020.
i) The Audited Standalone Financial Statements for the Financial Year ended on 31st March 2020 together with the Reports of the Auditors and Board's thereon.
ii) The Audited Consolidated Financial Statements for the Financial Year ended on 31st March 2020 together with the Reports of the Auditors thereon.
iii) To appoint a Director in place of Mr. R. K. Burnwal (DIN: 07479341) who retires by rotation at the 20th Annual General Meeting of the Company being eligible for re- appointment.

Statutory Auditors

M/s. R. Kothari & Co. LLP Chartered Accountants (Firm Registration No. 307069E)was re-appointed as the statutory auditors of the company for a period of 4 years at the20th Annual General Meeting of the Company held on 13th November 2020 to hold office tillthe conclusion of 24th Annual General Meeting of the Company. In terms of the firstproviso to Section 139 of the Companies Act 2013 the appointment of the Auditors shallbe placed for ratification at every Annual General Meeting. However the CompaniesAmendment Act 2017 has come into force on 7th May 2018 and the requirement ofratification of auditors in every Annual General Meeting has been omitted. Hence M/s. R.Kothari & Co. LLP Chartered Accountants will hold office for 4 years till theconclusion of 24th Annual General Meeting and they would not be subject to ratificationduring their continuation in the office of the Auditors of the Company.

The Auditors have audited standalone and consolidated financial statements of theCompany for the Financial Year ended 31st March 2021 and no fraud has been reported bythe Auditors under Section 143(12) of the Companies Act 2013 requiring disclosure in theBoard's Report.

Management's explanation or comments on qualification or adverse remark made by theStatutory Auditor on Standalone Financial Statements:

The lenders have stopped charging interest on debts since the dues from the Companyhave been categorised as Non-Performing Asset. The Company has not provided accruedinterest in its books as the account has been declared NPA by the respective lenders. Theamount of interest has been recognised in the books of accounts to the extent the amountcharged/realised by the bank till the commencement of CIRP period as reflected in the bankstatement. The un-provided liability in respect of interest in borrowings till the date ofcommencement of CIRP stands at Rs 108798 lacs. Penal interest and charges thereof(amount remaining un-ascertained) has not been provided for. The non-provision of interestmight have consequential impact on the reported figures.

Management's explanation or comments on qualification or adverse remark made by theStatutory Auditor on Consolidated Financial Statements:

The lenders have stopped charging interest on debts since the dues from the Companyhave been categorised as Non-Performing Asset. The Company has not provided accruedinterest in its books as the account has been declared NPA by the respective lenders. Theamount of interest has been recognised in the books of accounts to the extent the amountcharged/realised by the bank till the commencement of CIRP period as reflected in the bankstatement. The un-provided liability in respect of interest in borrowings till the date ofcommencement of CIRP stands at Rs 109602 lacs. Penal interest and charges thereof(amount remaining un-ascertained) has not been provided for. The non-provision of interestmight have consequential impact on the reported figures.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal financial controls in place with referenceto financial statements which is commensurate with its size and the nature of itsoperations.

BOARD COMMITTEES

The details pertaining to composition meetings and other matters of the AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship CommitteeExecutive Committee and Corporate Social Responsibility Committee are included in theCorporate Governance Report which form part of this report. However since commencementof CIRP in respect of the Company w.e.f. 7th February 2020 the power of Board andcommittees has been suspended and accordingly there was no committee meeting held duringthe year under review.

Further since commencement of CIRP the provisions specified in Regulations 17 18 19and 20 of SEBI (LODR) Regulations 2015 are not applicable to the Company w.e.f. 7thFebruary 2020.

VIGIL MECHANISM POLICY

In compliance with provisions of the Section 177(9) of the Companies Act 2013 andSEBI (LODR) Regulations 2015 the Company has formulated a Vigil Mechanism Policy forDirectors and Employees to report concerns about unethical conduct and improper practicesor alleged fraud or violation of Code of Conduct or Ethics Policy soon after becomingaware of the same and the details of the said policy has been given in the CorporateGovernance Report annexed to this report and also hosted on the website of the Companywww.rohitferrotech.com.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identifyassess and monitor various risks related to key business and strategic objectives and leadto the formulation of a mitigation plan which is reviewed by the Management from time totime. All identified risks are categorised based on a matrix of likelihood of occurrenceand impact thereof and a mitigation plan is worked out to the extent possible.

FAMILIARIZATION PROGRAMME

Since commencement of Corporate Insolvency Resolution Process against the Company thepowers of Board and Committee stand suspended since 7th February 2020. Moreover due tothe resignation by all independent directors which were not approved by the Committee ofCreditors of the Company there was no familiarization program conducted during the yearunder review.

The details of such previous programmes are uploaded on the website of the Company andavailable at the link https://www.rohitferrotech.com/familiarisation-programme-19-20.pdf

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the FinancialYear with related parties were on an arm's length basis and were in the ordinary course ofbusiness. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company's materiality of related party transactions.Hence the provisions of Section 188 of the Companies Act 2013 are not attracted. Thusdisclosure in Form AOC-2 is not required. Further there are no materially significantRelated Party Transactions during the year under review made by the Company withPromoters Directors Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transaction as approved by the Board may beaccessed on the Company's Website.www.rohitferrotech.com. Your Management drew attentionof the members to Note 31 to the Financial Statement which sets out related partydisclosures.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 if any are given in the notes to the Financial Statement.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

During the year under review the Company was not required to transfer anyunpaid/unclaimed dividend amounting to Investor Education and Protection Fund (IEPF).

In compliance with the provisions of Sections 124 and 125 of the Companies Act 2013read with the Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ('IEPF Rules') as amended from time to time the Companywas also not required to transfer any Equity Shares during the year under review inrespect of shares on which dividends remained unpaid or unclaimed for a period of sevenconsecutive years or more to the Demat Account of IEPF Authority maintained.

DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules

2014 form part of the Board's Report as Annexure-IV.

PARTICULARS OF EMPLOYEES

As required under provisions of the Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 particularsof the employees are not applicable to the Company as there are no employees drawingremuneration in excess of the limits set out in the said Rules.

DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATION

As stated above the Hon'ble NCLT Kolkata Bench vide order dated 7th February 2020had initiated CIRP for the Company and Mr. Supriyo Kumar Chaudhuri (IP Registration No.IBBI/IPA-001/IP-P00644/2017-18/11098) had

been appointed as Resolution Professional of the Company by the Committee of Creditorsto manage the affairs of the Company.

Resolution Plan submitted by Tata Steel Mining Limited was approved by CoC withrequisite majority through the e-voting process concluded on 5th June 2021 and the samewas filed on 7th June 2021 with Hon'ble NCLT Kolkata Bench for approval.

The Company's plant at Haldia continues to remain non-functional as the plant was shutdown in July 2015. For burglary/robbery and damages to the properties occurred inFinancial Year 2016-17 the Company had filed insurance claim of Rs 26.03 Crores and hadsince filed application before the National Consumer Forum for expediting the claimsettlement process pending decision on such application the financial impact thereof hasnot been ascertained and accounted for.

To the best of our knowledge during the year under review the Company has notreceived any other order from the Regulators Courts or Tribunals which may impact theGoing Concern status or the Company's operations in future and that the Company hascomplied with all the requirements of the Uniform Listing Agreement/Listing Regulationswith the Stock Exchanges as well as regulations and guidelines of SEBI.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THEREPORT

Starting from the last month of financial year 2019-20 the Corona Virus (COVID-19)pandemic developed rapidly into a global crisis forcing governments to enforce lockdownsof all economic activities. This pandemic has affected the business operations of theCompany which is already under Corporate Insolvency Resolution Process (CIRP) by way ofinterruption in production activities supply chain and availability of manpower duringthe period. The demand for company's products and supply chain were badly hit due tolockdown causing further worsening of the liquidity position of the Company. Being aCompany under CIRP and due to huge outstanding debts the Company is in severely stressedcondition as a result of which it is continuously facing liquidity problem to keep itsplants in running condition. However the Company is trying its best to tide over theliquidity crunch as far as practicable.

DISCLOSURE AS REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As required under provisions of Section 134 of the Companies Act 2013 and read withRule 8(3) of the Companies (Accounts) Rules 2014 details relating to Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings and Outgo are given in the'Annexure-V' which is annexed hereto and form part of the Board's Report.

GREEN INITIATIVE

The Company welcomes and supports the 'Green Initiative' undertaken by the Ministry ofCorporate Affairs Government of India enabling electronic delivery of documentsincluding the Annual Report to shareholders at their e-mail address previously registeredwith the DPs/Company/RTAs. Those holding shares in demat form can register their e-mailaddress with their concerned DPs.

The Company has made the arrangement with CDSL/NSDL/RTA for updating the email addressof the concerned shareholders for supply of Annual Report in electronics means due tonon-printing of Annual Report physically for the outbreak of novel Corona Virus(CoVID-19).

To support the 'Green Initiative' the Members who have not registered their e-mailaddresses are requested to register the same with Registrar and Share TransferAgent/Depositories for receiving all communication including Annual Report NoticesCirculars etc. from the Company electronically.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

As required under Section 135 of Companies Act 2013 the Company has constituted CSRCommittee. However it is not required to spend any amount as CSR activities as theCompany has been incurring losses.

GRADED SURVEILLANCE MEASURE (GSM) IN TRADING

Securities and Exchange Board of India (SEBI) and the Stock Exchanges in order toenhance market integrity and safeguard interest of investors have introduced variousenhanced pre-emptive surveillance measures with objective to alert and advice investors tobe extra cautious while dealing in these securities and advice market participants tocarry out necessary due diligence while dealing in these securities.

Pursuant to the said Graded Surveillance Measures our Company was put under Stage IIIof GSM during the year under review after taking various factors causing tradingpermission once a week trading with Additional Surveillance Deposit of 100%.

OTHER DISCLOSURE REQUIREMENTS

• The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity sharesand issue of shares under Employees Stock Option Scheme) to employees of the Company underany scheme are not applicable as the Company has not issued any such shares during thereporting period.

• As far as possible the Company has complied with the applicable provisions ofSecretarial Standards SS-1 and SS-2.

• There is no change in the nature of the business of the Company.

• The details of difference between amount of the valuation done at the time ofone-time settlement and the valuation done while taking loan from the Banks or FinancialInstitutions along with the reasons thereof - Not Applicable

• The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) hadissue show cause notice to the Company for the late submission of the financial resultsfor the quarter and year ended 31st March 2020. NSE and BSE has imposed penalty of Rs120000/- and Rs 80000/- respectively (exclusive of GST). The Company has requested theStock Exchange for waiver of penalty which is still under consideration.

• Since none of the Directors were present in the Meeting of ResolutionProfessional with Directors and Key Managerial Personnel the Board's Report and Annexurethereon were signed by the Key Managerial Personnel.

ACKNOWLEDGMENT

The Management wish to place on record their sincere appreciation for the continuedassistance and co-operation extended to the Company by the Shareholders Regulatory &Government Authorities Suppliers Customers and Bankers and the entire workforceincluding valuable contribution of the employees at all levels who are continuing theirassistance to the Company.

By the Order of Resolution Professional Rohit Ferro-Tech Limited

(Company under Corporate Insolvency Resolution Process)

Anil Prasad Shaw Vipul Jain
Kolkata 29th June 2021 (Company Secretary) (Chief Financial Officer)

.