Bothra Metals & Alloys Ltd Directors Report.

To,

The Members

Your company has delivered present performance in the backdrop of continuing sluggishness in the macro-env ironment. The Company Iras pleasure in presenting before you Annual Report of tire business and operation of the company and the Audited Financial Statements 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 Resolution Process (C1RP) Iras been initiated under Insolvency and Bankruptcy Code, 2016. against the Company by one of tire Company lenders. Syndicate Bank (since merged with Canara Hank hy virtue of Amalgamation of Syndicate Hank into Canara Hank Scheme, 2020 announced vide Co! Gazette notification .Xo. GSR 155(E) dated4th March 2020) vide NCLT Mumbais Order dated 6th July, 2020. The Company is turdergoing the above CIRP proceedings as at tire date of this

Report. The Company is thankful to each one of stakeholders of tire Company for the continued 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 operational efficiencies like improving yields, etc. The Company lias not been exploring new geographies or entering new areas of business.

MATERIAL EVENTS POST BALANCE SHEET DATE

Syndicate Bank, a banker of Company and a Body Corporate constituted under Banking Companies (Acquisition and Transfer of Undertakings) Act. 1980, has filed a Petition under Section 7 of the Insolvency and Bankmplcy Code, 2016 (Code) before the Honble National Company Law Tribunal (NCLT), Mumbai Bench to initiate corporate insolvency resolution process as per the Code against the Company ("Corporate Debtor").

The said application has been admitted by the Honble NCLT. Mumbai Bench on 6lh July 2020 and Mr. Harish Kant Kaushik has been appointed as the Interim Resolution Professional of the Corporate Debtor. Pursuant to Section 17 of the Code, on initiation of CIRP. the powers of the Board of Directors of the Corporate Debtor hav e stood suspended and 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 mid as 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 the information and data, including with respect to the compliance of all applicable laws by the 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 with Rule 8(3) of Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Teclmologv 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 against excessive consumption and wastage at all levels.

2) TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT:

The Company has incurred expenditure towards quality management, quality control, and to improve the production capacity. The Company has also undertaken cost reduction and cost 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

DIVIDEND

No dividend lias been recommended for the year ended 31st March. 2020. Since there are losses recorded in the Year ended 31s March 2020. question of transfer 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 area of its operations. Sendees of internal and external auditors arc utilized from time to time, as also inhouse expertise and resources.

The Company lias discussed these reports and deviation regularly with Management and Committee Members mid action were taken whenever necessary. During the Year, an Independent Audit Committee of the Board reviewed the adequacy of internal control.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 3 1st March. 2020, was Rs 18.52 Crores. During the year under Review, (he company has not issued shares with differential voting rights, neither granted stock options nor any sweat equity shares.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company management has advised that during the financial year 2019-20, no significant and material orders lias been passed by the regulator, courts, tribunals impacting the going concern status and companys operation in future. For further update, members are advised to refer to MATERIAL EVENTS POST BALANCE SHEET DATE covered in this Report

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year. Mr. Vasudev Shamia resigned from the Directorship of the Company w.c.f. 19th February, 2020. The Company puts on record its appreciation for the services rendered by Mr. Vasudev Shamia during his tenure as Director.

Mr. Gopal Maheshwari (DIN: 08741584) was appointed as an Independent Director on the Board of Directors w.e.f. 15th May. 2020.

Mr. Gopal Maheshwari (DIN: 08741584) has subsequently tendered his resignation from the Directorship of the Company vide his letter dated 13th January. 2021. His resignation has been accepted by the Interim Resolution Professional on 20th March. 2021. Accordingly , he is relieved from liis responsibilities as Director of the Company w .e.f. 20th March 2021. The Company puls on record its appreciation for 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. 4th July. 2020.

BOARD MEETINGS

During the financial year, the Board of Directors met 4 (Four) times on 30th May 2019, 5th September 2019, 13th November 2019 and 19th February 2020.

AUDIT COMMITTEE

During the financial year, die Audit Committee of the Board of Directors of the Company comprised 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. 19th February, 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 permanent invitees to the meetings of the Audit Committee. The details of all related party transactions, if any. are placed before the Audit Committee. During the year, there were no 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 review ing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

NOMINATION AND REMUNERATION COMMITTEE

During tire financial year. Nomiration and Remuneration Conunittee (NRC) comprised of Mrs. Lubdlia Porwal as Chairperson, and Mr. Sunderlal Botina & Mr. Vasudev Sharma as members. The Company Secretaiy acted as the Secretary of the Conunittee.

Mr. Vasudev Sharma lias resigned from the Directorship of the Company w.e.f. 19th February, 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 share maintenance work to the Company Secretary and to M/s. Link Intime India Pvt. Ltd., the Registrar and Sha re Transfer Agents of the Company. All requests for dcmatcrialization and rc- matcralization of shares, transfer or transmission of shares and other shares maintenance matters arc completed within 10 days of receipt of valid and complete documents. Minutes of the NRC Committee Meetings arc circulated to all Directors and discussed 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 and Regulation 22 of the SEB1 (LODR) Regulations. 2015, the Management hits advised that the Company has framed a Whistle Blower Policy/ Vigil Mechanism to report concerns about the Companys working or about any violation of its policies.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act. 2013 and applicable provisions of the SEBI (LODR) Regulations. 2015. the Management lias advised that the Board had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee during the Year.

RISK MANGEMENT

Risk Management is the process of identification, assessment, and prioritization or risks followed by coordinated efforts to minimize, monitor and mitigale/conlrol the probability and/or impact of unfortunate events or to maximize the realization of opportunities, the Management lias advised that the Company lias laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed during the Year by the Audit Committee and approved by the Board from time to time. The Management lias advised that these procedures are reviewed to ensure that executive management control risks tlirough 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 required under section 92 of Companies Act. 2013, is marked as Annexure "A" which is annexed hereto and fonns part of the Board Report.

DECLARATION BY INDEPENDENT DIRECTOR

During the financial year. Mr. Vasudev Sharma and Mrs. Lubdha Porwal were the Independent Directors on the Board of Directors of the Company. The Company had received declarations for F.Y. 2019-20 from both the Independent Directors of the Company conforming dial they meet the criteria of Independence as prescribed both under the Companies Act. 2013 and SEBI (LODR) Regulations. 2015. The Company had also received Declaration of Independence from Mr. Gopal Malieshwari for the period effectiv e during his directorship of the Company.

STAUTORY AUDITORS

M/s. Rajeev Sood and Co., bearing FRN: 010478N. have been appointed as the Statutory Auditors of the Company for the Financial Year 2020-21. by the Interim Resolution Professional (IRP). Their appointment has duly been ratified by Committee of Creditors as per the provisions of Insolvency and Bankruptcy Code-2016.

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 had appointed M/s. Vincsh K Shah & Associates. Practicing Company Secretaries to undertake the Secretarial Audit of the Company for F.Y. 2019-20. The Secretarial Audit Report for the financial year ended 31st March. 2020. is annexed herewith and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the financial year ended 3 lsl March, 2020. the applicable accounting standards have been followed;

b) Appropriate accounting policies liave been selected and applied 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 at the end of the financial year and of profit and loss of the company for the period:

c) Proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 201.3 for safeguarding the assets 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 the company 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 were in 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 or implied in such forward-looking statement. Significant factors that could make a difference to the Companys operations include domestic and international economic condition affecting demand-supply and price conditions, foreign exchange fluctuations, and change in government regulations, tax regime and other statutes. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers arc cautioned not to place undue 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 herein and the notes thereon.

ACKNOWLEDGEMENT

The Company records its deep appreciation for the encouragement, assistance and co-operation receiv ed from members, government authorities, banks and customers. The Company also thanks them for the trust reposed in the Company and wish to thanks all employees 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