Rohit Ferro Tech Ltd Directors Report.

DEAR SHAREHOLDERS,

The Directors are pleased to present the 19th Annual Report of the Company together with Audited Accounts for the Financial Year ended 31st March, 2019.

Financial Highlights

(Rs in Crores)

Standalone
Parculars Current Year 31-03-2019 Previous year 31-03-2018
Revenue from Operaon 892.83 731.39
Other Income 3.45 4.42
Total Revenue 896.28 735.81
Profit before Finance Cost, Depreciaon and Tax (101.82) (251.90)
Depreciaon & Amorsaon 33.43 33.74
Finance Cost 50.10 53.23
Exceponal Item (93.09) -
Tax Expenses - -
Net Profit aer Tax (278.44) (338.87)
Other Comprehensive Income/(Loss) (net of tax) (0.15) (.07)
Total Comprehensive Income/(Loss) (278.59) (338.94)

• Figures of the previous period has been regrouped / reclassified, wherever necessary to conform to the classificaon for the year ended 31st March 2019.

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved a total Revenue from Operaon of Rs 892.83 Crores (P.Y. Rs 731.39 Crores) registering an increase of 22% over previous year. The Company incurred a net loss of Rs 278.44 Crores as against Rs 338.87 Crores in previous year. The loss is mainly due to high finance cost, low capacity ulisaon of plants, increase in input cost and lower realisaons owing to availability of cheaper imports etc.

The suspension of work at our plant at Haldia sll connues.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company adopted Ind AS from the last Financial Year with the transion date of 1st April, 2015.

DIVIDEND

In view of the huge losses incurred by the Company, the Directors of the Company do not recommend any Dividend for the Financial Year 2018-19.

TRANSFER TO RESERVE

In view of the huge losses incurred by the Company during the year under review, no amount has been transferred to reserves.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance of provisions of Companies Act, 2013 Mr. Suresh Kumar Patni (DIN: 00032674), Director reres by rotaon and being eligible, offers himself for re-appointment

Mr. Jandra Nath Rudra has resigned from the Directorship in the Capacity of Independent Director of the Company with effect from 14th August, 2019, due to his personal reasons and pre-occupaon with other commitments. The Directors have recorded their sincere appreciaon for the services rendered and the guidance received from Mr. Rudra during his tenure as Independent Director.

Mr. Ranjeet Kumar Burnwal was appointed as Execuve Director (works) w.e.f. 24th March, 2016 to hold office upto 23rd March, 2019. Based on recommendaon of Nominaon & Remuneraon Commiee Mr. Ranjeet Kumar Burnwal had been re-appointed as Execuve Director (works ) of the Company by the Board in their meeng held on 13th February, 2019 for a further period of 3 Years w.e.f. 24th March, 2019 on terms and condions as set out in the agreement dated 13th February, 2019 executed between the Company and Mr. Ranjeet Kumar Burnwal subject to the approval of Shareholders in ensuing Annual General Meeng.

Mr. Ankit Patni was appointed as Managing Director of the Company w.e.f. 29th August, 2016 to hold office upto 28th August, 2019 . Based on recommendaon of Nominaon & Remuneraon Commiee he had been re-appointed as Managing Director of the Company by the Board in their meeng held on 14th August, 2019 for a further period of 3 years w.e.f. 29.08.2019 on terms and condions as set out in the agreement dated 14th August, 2019 executed between the Company and Mr. Ankit Patni subject to the approval of Shareholders in ensuing Annual General Meeng. Looking into worse financial posion of the Company Mr. Patni had inmated the Board that he would like to serve the Company without geng payment of Remuneraon.

Based on recommendaon of Nominaon & Remuneraon Commiee Mr. Sharat Malik had been appointed as an Addional Independent Director to hold office upto date of ensuing AGM . The Board had also appointed him an Independent Director for a period of five consecuve years with effect from 14th August, 2019 subject to the approval of the shareholders in ensuing Annual General Meeng.

Mrs. Sujata Agarwal and Mr. Ankit Rungta, were appointed as an Independent Directors for period of 5 years upto 1st December, 2019 by the Members at the 15th AGM of the Company held on 30th September, 2015. Based on recommendaon of Nominaon and Remuneraon Commiee, and on the basis of performance evaluaon, the Board in their meeng held on 14th August, 2019 had re-appointed them for a further period of 5 Years w.e.f. 2nd December, 2019. In the opinion of the Board, both the independent directors proposed to be re-appointed fulfils the condions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.

The brief parculars of the Directors seeking their appointment/re-appointment have been given in the noce convening the ensuing Annual General Meeng and is annexed to the noce as required in terms of Regulaon 36(3) of the SEBI (Lisng Obligaon and Disclosure Requirement) Regulaons, 2015 (‘SEBI Lisng Regulaons) and the Board recommends their appointment/re-appointment as set out in the noce.

There was no change in other Directors & Key Managerial Personnel during year under review.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Secon 134(3)(c) of the Companies Act, 2013, your Directors confirm:

a. that in the preparaon of the Annual Accounts, for the Year ended 31st March, 2019 the applicable Accounng Standards have been followed with proper explanaon relang to material departures, if any;

b. that they have selected such Accounng Policies and applied them consistently and made judgments and esmates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of Financial Year and of the profit or loss of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

d. that they have prepared the accounts for the Financial Year ended on 31st March, 2019 on a ‘Going Concern basis.;

e. that they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operang effecvely and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang effecvely.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meengs of the Board of Directors held during the Financial Year 2018-19 forms a part of the Corporate Governance Report.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declaraons from all the Independent Directors of the Company that they meet the criteria of Independence as prescribed under Secon 149(6) of the Companies Act, 2013 and SEBI Lisng Regulaons with Stock Exchanges.

NOMINATION & REMUNERATION POLICY

The Companys Nominaon & Remuneraon Policy and other maers provided under Secon 178(3) of the act, has been disclosed in the Corporate Governance Report which form part of Directors Report.

BOARD EVALUATION

The Board has carried out an annual evaluaon of its own performance, the directors individually as well as the evaluaon of the funconing of various Commiees. The Independent Directors also carried out the evaluaon of the Chairman and the Non-Independent Directors, the details of which are covered in the Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

The details of operang performance of the Company for the year, the state of affairs and the key changes in the operang environment have been analysed in the Management Discussion and Analysis Report which forms a part of the Annual Report.

CORPORATE GOVERNANCE

Pursuant to the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements), Regulaons, 2015 (Lisng Regulaons), the Corporate Governance Report and the Auditors Cerficate regarding compliance of condions of Corporate Governance are annexed to this report.

SUBSIDIARIES

As on 31st March, 2019, the Company has 2 (two) Subsidiaries i.e. M/s. SKP Overseas Pte. Ltd. (Wholly Owned Subsidiary) and M/s. PT Bara Prima Mandiri of Indonesia (Step Down Subsidiary). There is no change in the status of the holding in the Financial Year under review.

Pursuant to the provisions of Secon 129(3) of the Act, the Balance Sheet, Profit & Loss Account and other documents of its Subsidiary Company are required to be aached to Balance Sheet. Accordingly, the said documents are included in this Annual Report. The financial data of the Subsidiaries forms part of the Annual Report.

Further, investments in both subsidiary and step down subsidiary has been wrien off due to negave net worth of these Company.

CONSOLIDATED FINANCIAL STATEMENT

As per requirement of Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements), Regulaons, 2015 the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounng Standards issued by the Instute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

CREDIT RATING

During the year under review Credit Rang has not been done. The Companys credit rang for last available year for Long-Term Loans & Fund Based Limits was [ICRA] D and for Short-Term Limits was [ICRA] D, as given by ICRA Limited.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.

INSURANCE

The properes and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

AWARDS & ACHIEVEMENTS

During the year under review there was no award received by the Company.

CHANGE IN CAPITAL STRUCTURE & MEMORANDUM OF ASSOCIATION

During the year under review there were no changes in capital structure or memorandum & Arcles of Associaon of the Company.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the Financial Year ended on 31st March, 2019 in Form MGT-9 as required under Secon 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administraon) Rules, 2014, is set out as an Annexure-I to the Directors Report and form part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as per Regulaon 34(2) of the SEBI (LODR) Regulaons, 2015 is not applicable to the Company as the Company does not fall under top 500 listed Companies on the basis of market capitalisaon.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulaon 43A of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, top 500 listed enes based on market capitalizaon are required to formulate a Dividend Distribuon Policy. Accordingly, your Company is not required to formulate the Dividend Distribuon Policy.

AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Secon 139 of the Act and the rules framed there under, M/s. R. Kothari & Co., Chartered Accountants (FRN:307069E), were appointed as Statutory Auditors of the Company from conclusion of the 15th AGM held in the year 2015 unl the conclusion of the Nineteenth (19th) AGM of the Company.

Based on recommendaon of Audit Commiee, the Board had re-appointed M/s. R. Kothari & Co, Chartered Accountants in their meeng held on 14th August, 2019 for a further period of 1 years at a remuneraon of Rs 8.00 lacs per annum subject to approval of the shareholders in ensuing Annual General Meeng.

Further, the Company has received consent and a cerficate from M/s. R. Kothari & Co, Chartered Accountants confirming their eligibility to connue as Auditors of the Company in terms of the provisions of Secon 141 of the Companies Act, 2013 and the Rules framed there under. They have also confirmed that they hold a valid Peer Review Cerficate as prescribed under Regulaon 33(1)(d) of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015.

Observaons of the Auditors M/s. R. Kothari & Co, Chartered Accountants, on Standalone Financial Results for the Year ended 31st March, 2019 have been dealt with hereunder:

We draw your aenon to Note no.44 of the accompanying financial statements regarding non provision of interest expenses on the borrowing of the Company amounng to Rs 25,357 Lacs for year ended 31st March, 2019 (cumulave non provision of Rs 86,546 Lacs) and penal interest and charges thereof (amount remaining unascertained ) which is not in accordance with the requirements of Ind AS 23 and Borrowing Costs read with Ind AS 109.

Further, the Company has not provided accrued interest in its books of accounts during the year. The unprovided liability in respect of interest on Borrowings amounted to Rs 25,357 Lacs for the year under review. The same have consequenal impact on the reported figures of this year. Had the aforesaid interest expense been recognized the finance cost would have been Rs 30,367 Lacs instead reported amount of Rs 5,010 Lacs for the year under review. The total expenses for the year end 31st March, 2019 would have been Rs 1,33,519. The Net loss aer tax for the year ended 31st March, 2019 would have been Rs 53,200 Lacs instead of reported amount of Rs 27,843 Lacs. Total comprehensive Loss for the year ended 31st March, 2019 would have been Rs 53,215 Lacs instead reported amount of Rs 27,858 Lacs. Other Equity as on 31st March, 2019 would have been Rs (2,19,250) Lacs against reported amount of Rs (1,32,704) Lacs and other current financial liability would have been Rs 1, 61,495 Lacs instead of reported amount of Rs 74,949 Lacs as on date.

The Board of Directors comments on the above observaons are:

The lenders have stopped charging interest on debts, since the dues from the company have been categorised as Non Performing Asset. The company is in acve discussion/ negoaon with it lenders to restructure its debt at a sustainable level. In view of the above, pending finalizaon of the restructuring plan, the company has not provided accrued interest in its books during the year as the account has been declared Non Performing Asset (NPA) by the respecve lenders. The amount of interest not so provided for the quarter ended 31st March, 2019 stands at Rs 6,656 Lacs and for the twelve months ended 31st March, 2019 at Rs 25,357 Lacs.

Observaons of the Auditors M/s. R. Kothari & Co, Chartered Accountants, on Consolidated Financial Statement of the Company have been dealt with hereunder:

We draw your aenon to Note No. 41 of the accompanying statement with regard to non-recognion of interest expense amounng to Rs 25,670 Lacs on the borrowings of the group for the year ended 31st March, 2019 (cumulave non provision of Rs 87,119 ll 31st March, 2019) and penal interest and charges thereof (amount remaining unascertained) which is not in accordance with the requirements of Ind AS 23: Borrowing Cost read with Ind AS 109: Financial Instruments.

Had the aforesaid interest expenses been recognized, the finance cost for the year ended 31st march, 2019 would have been Rs 30,680 Lacs instead of reported amount of Rs 5,010 Lacs. Total expenses for the year ended 31st March, 2019 would have been Rs 1,34,972 lakhs instead of reported amount of Rs 1,09,302 Lacs. Net loss aer tax for the year ended 31st March, 2019 would have been Rs 45,344 Lacs instead of reported amount of Rs 19,674 Lacs. Total comprehensive losses for the year ended 31st March, 2019 would have been Rs 48,192 lakhs instead of reported amount of Rs 22,522 Lacs. Other Equity would have been Rs (2,25,393) Lacs instead of reported amount of Rs (1,38,274) Lacs. Other current financial liability would have been Rs 1,65,809 Lacs instead of reported amount of Rs 78,690 Lacs.

The unprovided liability in respect of interest on long term and short term borrowings as on 31st March, 2019 amounted to Rs 25,670 Lacs. The same have consequenal impact on the reported figures of current financial year as well as earlier periods on finance cost, total expenses, total comprehensive loss etc.

The Board of Directors comments are:

The lenders have stopped charging interest on debts, since the dues from the company have been categorised as Non-Performing Asset. The company is in acve discussion/negoaon with it lenders to restructure its debt at a sustainable level. In view of the above, pending finalizaon of the restructuring plan, the company has not provided accrued interest in its books during the year as the account has been declared NPA by the respecve lenders.

INTERNAL AUDITORS

M/s. NR & Associates, Cost Accountants, has been appointed as Internal Auditors of the Company for the Financial Year 2019-20.

COST AUDITORS

In terms of Secon 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendaon of Audit Commiee, the Board of Directors has appointed M/s. S. B. & Associates, Cost Accountant (FRN No.00109), as Cost Auditor of the Company, at a remuneraon of Rs 35,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred by them to conduct an audit of the Cost Accounng Records maintained by the Company for the Financial Year beginning from 1st April, 2019 and ending on 31st March, 2020.

As required under Secon 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneraon payable to Cost Auditor is being placed at the ensuing Annual General Meeng for raficaon by the members.

COST RECORDS

The Company has duly prepared and maintained the cost records of the business acvies carried out by the Company during the financial year 2018-19 as required pursuant to the provisions of Secon148(1) of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilies on the Board, Audit Commiee, Independent Directors and Statutory Auditors with regard to IFC.

The Financial Control System and framework is required to ensure:

• The orderly and efficient conduct of its business,

• Safeguarding of its assets,

• The prevenon and detecon of frauds and errors,

• The accuracy and completeness of the accounng records and

• The mely preparaon of reliable financial informaon.

The Board reviews the effecveness of controls documented as part of Internal Affairs and Financial Control (IAFC) framework and take necessary correcve acons, where weaknesses are idenfied as a result of such reviews. This review covers enty level controls, fraud risk controls and informaon technology environment.

The policies and procedure adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevenon and detecon of frauds and errors, accuracy and completeness of the records and the mely preparaon of reliable financial informaon. Based on this evaluaon, no significant events had come to noce during the year that have materially affected, or are reasonably likely to materially affect our Internal Financial Control. The management has also come to the conclusion that the Internal Financial Control and other Financial Reporng was effecve during the year and is adequate considering the business operaons of the Company. The Statutory Auditor of the Company has audited the Internal Financial Control over Financial Reporng and their Audit Report is annexed as Annexure- B to the Independent Auditors Report under Financial Statements.

AUDIT COMMITTEE

The details pertaining to composion and terms of reference of the Audit Commiee are included in the Corporate Governance Report, which form part of this report.

NOMINATION AND REMUNERATION COMMITTEE

The details pertaining to composion and terms of reference of the Nominaon and Remuneraon Commiee are included in the Corporate Governance Report, which form part of this report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The details pertaining to composion and other maers of the Stakeholders Relaonship Commiee are included in the Corporate Governance Report, which form part of this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)

The details pertaining to composion and other maers of the Corporate Social Responsibility Commiee (CSR Commiee) are included in the Corporate Governance Report, which form part of this report.

VIGIL MECHANISM POLICY

In compliance with provisions of the Secon 177(9) of the Companies Act, 2013, and the Lisng Agreement, the Company has formulated a Vigil Mechanism Policy for Directors and employees to report their genuine concerns, details of which has been given in the Corporate Governance Report annexed to this report and also posted on the website of the Company www. rohierrotech.com.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to idenfy, assess and monitor various risks related to key business and strategic objecves and lead to the formulaon of a migaon plan which is reviewed by the Audit Commiee and approved by the Board from me to me. All idenfied risks are categorised based on a matrix of likelihood of occurrence and impact thereof and a migaon plan is worked out to the extent possible. Major risks in parcular areas monitored regularly and the Board of Directors of the Company is kept abreast.

EXECUTIVE COMMITTEE

The details pertaining to composion and terms of reference of the Execuve Commiee are included in the Corporate Governance Report, which form part of this report.

FAMILIARIZATION PROGRAMME

The Company at its meengs held during the Financial Year 2018-19 had familiarised the Independent Directors with regard to their roles, rights, responsibilies in the Company, nature of the industry in which the Company operates, the business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarise them with the Companys policies, procedures and pracces.

Periodic presentaons are made at the Board and Board Commiee Meengs, on business and performance updates of the Company, business strategy and risks involved.

The details of such Programmes are uploaded on the website of the Company at and available at the link hps://www. rohierrotech.com/familiarisaon-programme-18-19.pdf

SECRETARIAL AUDITORS, SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT

The Company appointed M/s K. C. Dhanuka & Co., (Prop. Mr. K.C. Dhanuka, FCS – 2204) as the Secretarial Auditor of your Company for Financial Year 2018-19 to conduct the Secretarial Audit pursuant to Secon 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the Financial Year ended 31st March, 2019 is annexed as Annexure-II and forms part of the Report.

SECRETARIAL AUDITOR OBSERVATION

The Secretarial Auditor has the following observaons in Form MR-3 enclosed as Annexure-II.

(i) It has been observed that the Company has defaulted in the payments of statutory dues within the prescribed me. Our Comments are as under: (i) Statutory payments were delayed mainly due to poor liquidity posion.

SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019 and Regulaon 24(A) of the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, Secretarial Compliance Report for the Financial Year ended 31st March, 2019 issued by M/s K. C. Dhanuka & Co., (Prop. Mr. K.C. Dhanuka, FCS – 2204), Praccing Company Secretary is annexed herewith and marked as Annexure–III to this report. The Secretarial Compliance Report does not contain any qualificaons, reservaon or adverse remarks.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transacons entered by the Company during the Financial Year were on an arms length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/arrangement/ transacon with related pares which could be considered material in accordance with the policy of the Companys materiality of related party transacons. Hence, the provisions of Secon 188 of the Companies Act, 2013 are not aracted. Thus, disclosure in Form AOC-2 is not required. The Audit commiee has approved the omnibus resoluon for related party transacons during the year under review. Further, there are no materially significant Related Party Transacons during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

The Policy on materiality of related party transacon as approved by the Board may be accessed on the Companys Website, www.rohierrotech.com. Your Directors drew aenon of the members to Note 38 to the Financial Statement which sets out related party disclosures.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Secon 186 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, your Company transferred a sum of Rs 1,45946.00 (Rupees One Lac Forty-five Thousand Nine Hundred Forty-six only) to IEPF of the Central Government, being the dividend amount pertaining to the Financial Year ended on 31st March, 2011, which was due and payable and remained unclaimed and unpaid for a period of 7 years or more . The Company has also sent Reminder leers dated 24th June, 2019 to the concerned shareholders for the transfer of Dividend from the year ended 31st March, 2012 to the Investor Educaon and Protecon Fund (IEPF), which has not been paid or claimed and a reference in this respect was also published by the Company in Newspaper i.e. in Financial Express –English and Ekdin- Bengali on 25th June, 2019.

In compliance with the provisions of Secons 124 and 125 of the Companies Act, 2013 read with the Investor Educaon and Protecon Fund Authority (Accounng, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules) as amended from me to me, the Company has transferred 36923 Equity Shares during the year under review aggregang to 61478 Equity shares ll date in respect of shares on which dividends remained unpaid or unclaimed for a period of seven consecuve years or more, to the Demat Account of IEPF Authority maintained with Naonal Securies Depository Limited (NSDL).

Further, the Company has sent Reminder leers dated 24th June, 2019 to the shareholders relang to transfer of shares from the year ended 31st March, 2012, in respect of which dividend has not been paid or claimed for 7 (seven) consecuve years or more, to the Investor Educaon and Protecon Fund (IEPF) in terms of the Investor Educaon and Protecon Fund Authority (Accounng, Audit, Transfer and Refund) Rules, 2016. A Newspaper Noce was also published by the Company in Financial Express –English and Ekdin- Bengali on 25th June, 2019 containing requisite details as required under the Investor Educaon and Protecon Fund Authority (Accounng, Audit, Transfer and Refund)Rules, 2016. Further, the details of unclaimed shares proposed to be transferred to IEPF have been uploaded on the website of the Company (www.rohierrotech.com).

The concerned members are therefore requested to claim the aforemenoned Dividend remaining unclaimed immediately to the Company or our Registrar and Share Transfer Agent M/s. Maheshwari Datamacs Pvt. Ltd. having address at 23, R.N. Mukherjee Road, 5th Floor, Kolkata – 700 001 .

DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Disclosure pertaining to remuneraon and other details as required under Secon 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 forms a part of the Boards Report as Annexure-IV.

PARTICULARS OF EMPLOYEES

As required under provisions of the Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, parculars of the employees are not applicable to the Company.

DETAILS OF SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATION

To the best of our knowledge the Company has not received any such order by Regulators, Courts or Tribunals during the year under review which may impact the Going Concern status or the Companys operaons in future during year under review. The Company has complied with all the requirements of the Uniform Lisng Agreement/Lisng Regulaons with the Stock Exchanges as well as regulaons and guidelines of SEBI.

However SEBI vide it circular dated 7th August, 2017 declares 331 companies as Shell company including our company without giving any noce and informaon. Subsequently the both Stock exchanges i.e. NSE and BSE had restricted the trading of the Security of the Company on instrucon of SEBI on account of suspect of a Shell Company w.e.f. 8th August, 2017. However, both NSE and BSE has withdrawn the restricons on the trading of the Security of the Company vide leer dated 31.01.2018 subject to certain audit to be conducted by the NSE in consultaon with SEBI. NSE vide its communicaon dated July 12 2019 informed us that SEBI had revoked , all the acons/ direcons/ order/ limitaons issued by them in its leer dated August 7, 2017 against the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

SEBI vide it circular dated 7th August, 2017 declares 331 companies as Shell company including our company without giving any noce and informaon. Subsequently the both Stock exchanges i.e. NSE and BSE had restricted the trading of the Security of the Company on instrucon of SEBI on account of suspect of a Shell Company w.e.f. 8th August, 2017. However, both NSE and BSE has withdrawn the restricons on the trading of the Security of the Company vide leer dated 31.01.2018 subject to certain audit to be conducted by the NSE in consultaon with SEBI. NSE vide its communicaon dated July 12, 2019 informed us that SEBI had revoked , all the acons/ direcons/ order/ limitaons issued by them in its leer dated August 7, 2017 against the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

The Company is commied to provide and promote a safe, healthy and congenial atmosphere irrespecve of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act , 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

As required under provisions of Secon 134 of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relang to Conservaon of Energy, Technology Absorpon and Foreign Exchange Earnings and Outgo are given in the ‘Annexure-V which is annexed hereto and forms part of the Boards Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to Secon 134(3)(a) has been disclosed on the webside of the Company www. rohierrotech.com/financial.html.

GREEN INITIATIVE

The Company welcomes and supports the ‘Green Iniave undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report to shareholders at their e-mail address previously registered with the DPs/Company/RTAs. Those holding shares in demat form can register their e-mail address with their concerned DPs. To support the ‘Green Iniave, the Members who have not registered their e-mail addresses are requested to register the same with Registrar and Share Transfer Agent/Depositories for receiving all communicaon including Annual Report, Noces, Circulars etc. from the Company electronically.

INDUSTRIAL RELATIONS

During the year under review industrial relaons and the Companys manufacturing complexes were remained cordial.

APPRECIATION

The Directors wish to place on record their sincere appreciaon for the connued assistance and co-operaon extended to the Company by the Shareholders, Regulatory & Government Authories, Suppliers, Customers and Bankers and to other enre workforce including valuable contribuon of the employees at all levels who are connuing their assistance to the Company.

For and on behalf of the Board
Rohit Ferro-Tech Limited
Suresh Kumar Patni
Kolkata, 14th August, 2019 Chairman