Rohit Ferro Tech Ltd Directors Report.

Dear Shareholders,

Your Management are pleased to present the Twenty-first Annual Report together with the Audited Financial Statements of your Company for the Financial year ended on 31st March, 2021.

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

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

Thereafter, pursuant to Section 17 of the Code, the powers of the Board of Directors of the Company stand suspended on commencement of the CIRP and the same are being exercised by 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 and subsequently received five Resolution Plans from Prospective Resolution Applicants as per the provisions of the Code. Based upon the Resolution Plans submitted by the Prospective Resolution Applicants, the Committee of Creditors ("CoC") approved the Resolution Plan submitted by Tata Steel Mining Limited with requisite majority through the e-voting process concluded on 5th June, 2021.

In accordance with the aforesaid and pursuant to Section 30(6) of the Code, the Resolution Professional has filed the Resolution Plan (as approved by the CoC) with the Honble National Company Law Tribunal, Kolkata Bench on 7th June, 2021 for its subsequent approval 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 Operation of Rs 634.12 Crores (P.Y. Rs 738.35 Crores) registering a decrease of 14.12% over previous year. The Company incurred a Net Loss of Rs 69.29 Crores as against Net Loss of Rs 679.36 Crores in previous year. The loss is mainly due to low-capacity utilisation of plants, increase in input cost etc.

DIVIDEND

No dividend is recommended for the financial year ended on 31st March, 2021 as the Company 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 General Reserves.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (the Act) 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 Indian Accounting 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 change in the management of the Corporate Debtor shall not be made without prior approval of the Committee of Creditors. Since Mr. Ankit Patni, Managing Director is subject to retire by rotation 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 Directors stand suspended during the continuance of the CIRP. However, the provisions of Section 238 of the IBC, 2016 override other applicable laws which are in contravention to the provisions of the code.

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

Mr. Ankit Jain (DIN: 07672255) and Mr. Ankit Rungta (DIN: 06893793) Independent Directors 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) Independent Directors have also placed their resignation before the Company w.e.f. 29th May, 2020 and 20th July, 2020 respectively. Accordingly, the Resolution Professional of the Company put the said resignations before the CoC but the same were not approved by CoC.

The Company is under Corporate Insolvency Resolution Process and any change in management has to be approved by the members of CoC. Therefore, the composition of the Board of Directors remains same and suspended during the year under review as no change in the 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 Chief Financial 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 Conduct for the Board of Directors and Senior Management Personnel of your Company. The compliance of the code helps your Company to maintain standard of ethics and ensure compliance of legal requirements applicable.

It may further be noted that pursuant to the Insolvency Commencement Order and in consonance with the stipulation contained in Section 17 of the Code, the powers of the Board of Directors and/or Board Committees stand suspended and the same are being exercised 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 financial controls, work performed by the internal, statutory, cost and secretarial auditors, the reviews performed by the management, that for the year ended 31st March, 2021, the confirmation is hereby given for the Company having:

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

b. that they have selected such Accounting Policies and applied them consistently and made judgments 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 end of the 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 accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the accounts for the financial year ended on 31st March, 2021 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 operating effectively; 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 operating effectively.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

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

However, the Resolution Professional has conducted six meetings with Directors and Key Managerial Personnel of the Company during the financial year 2020-21 to the limited extent for complying with the requirements of law. The details of the number of meetings held 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, that they meet the criteria of Independence as prescribed under Section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with the Stock Exchanges due to resignations from their end, but the same were not accepted by the Committee of Creditors of the Company.

NOMINATION & REMUNERATION POLICY

The Companys Nomination & Remuneration Policy and other matters provided under Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report which form part of this Annual Report.

BOARD EVALUATION

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

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

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDA)

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

CORPORATE GOVERNANCE

Pursuant to the SEBI (LODR) Regulations, 2015, the detailed Report on Corporate Governance and the Auditors Certificate regarding compliance of conditions of Corporate Governance 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 to initiation 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 of Indonesia No. 1580K/Pdt/2018 dated 12th July, 2019, SKP Overseas Pte. Ltd., Singapore does not have legal force and is not eligible to own and/or control shares of PT. Bara Prima Mandiri, Indonesia.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing, the 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 Financial Statements.

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

PUBLIC DEPOSITS

Your Company has not accepted any Fixed Deposit within the meaning of Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

INSURANCE

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

CREDIT RATING

During the year under review, Credit Rating has not been done. The Companys credit rating 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.

DIVIDEND DISTRIBUTION POLICY

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

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 Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an Annexure-I to the Boards Report and form part of this Annual Report. The extract of Annual Return is also 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, to oversee 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 business activities carried out by the Company during the financial year 2020-21 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

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

Accordingly, a resolution seeking approval of the members for ratifying the remuneration payable to Cost Auditors for the financial year 2021-22 will be provided in the 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 year 2021-22 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

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

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

Sl. No. Observations/ Remarks Managements 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 Boards 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 the 20th Annual General Meeting of the Company held on 13th November, 2020 to hold office till the conclusion of 24th Annual General Meeting of the Company. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, the Companies Amendment Act, 2017 has come into force on 7th May, 2018 and the requirement of ratification 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 the conclusion of 24th Annual General Meeting and they would not be subject to ratification during their continuation in the office of the Auditors of the Company.

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

Managements explanation or comments on qualification or adverse remark made by the Statutory Auditor on Standalone Financial Statements:

The lenders have stopped charging interest on debts, since the dues from the Company have been categorised as Non-Performing Asset. The Company has not provided accrued interest in its books as the account has been declared NPA by the respective lenders. The amount of interest has been recognised in the books of accounts to the extent the amount charged/realised by the bank till the commencement of CIRP period as reflected in the bank statement. The un-provided liability in respect of interest in borrowings till the date of commencement of CIRP stands at Rs 1,08,798 lacs. Penal interest and charges thereof (amount remaining un-ascertained) has not been provided for. The non-provision of interest might have consequential impact on the reported figures.

Managements explanation or comments on qualification or adverse remark made by the Statutory Auditor on Consolidated Financial Statements:

The lenders have stopped charging interest on debts, since the dues from the Company have been categorised as Non-Performing Asset. The Company has not provided accrued interest in its books as the account has been declared NPA by the respective lenders. The amount of interest has been recognised in the books of accounts to the extent the amount charged/realised by the bank till the commencement of CIRP period as reflected in the bank statement. The un-provided liability in respect of interest in borrowings till the date of commencement of CIRP stands at Rs 1,09,602 lacs. Penal interest and charges thereof (amount remaining un-ascertained) has not been provided for. The non-provision of interest might have consequential impact on the reported figures.

INTERNAL FINANCIAL CONTROLS

The Company has adequate systems of internal financial controls in place with reference to financial statements, which is commensurate with its size and the nature of its operations.

BOARD COMMITTEES

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

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

VIGIL MECHANISM POLICY

In compliance with provisions of the Section 177(9) of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015, the Company has formulated a Vigil Mechanism Policy for Directors and Employees to report concerns about unethical conduct and improper practices or alleged fraud or violation of Code of Conduct or Ethics Policy soon after becoming aware of the same and the details of the said policy has been given in the Corporate Governance Report annexed to this report and also hosted on the website of the Company www.rohitferrotech.com.

RISK MANAGEMENT POLICY

The Company has a Risk Management framework in place which is designed to identify, assess and monitor various risks related to key business and strategic objectives and lead to the formulation of a mitigation plan which is reviewed by the Management from time to time. All identified risks are categorised based on a matrix of likelihood of occurrence and 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, the powers of Board and Committee stand suspended since 7th February, 2020. Moreover, due to the resignation by all independent directors which were not approved by the Committee of Creditors of the Company, there was no familiarization program conducted during the year under review.

The details of such previous programmes are uploaded on the website of the Company and available 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 Financial Year with related parties 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/transaction with related parties which could be considered material in accordance with the policy of the Companys materiality of related party transactions. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions 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 transaction as approved by the Board may be accessed on the Companys Website.www.rohitferrotech.com. Your Management drew attention of the members to Note 31 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 Section 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, the Company was not required to transfer any unpaid/unclaimed dividend amounting to Investor Education and Protection Fund (IEPF).

In compliance with the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) as amended from time to time, the Company was also not required to transfer any Equity Shares during the year under review in respect of shares on which dividends remained unpaid or unclaimed for a period of seven consecutive 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 Section 197(12) of the Companies Act,

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 form 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 Remuneration of Managerial Personnel) Rules, 2014, particulars of the employees are not applicable to the Company as there are no employees drawing remuneration in excess of the limits set out in the said Rules.

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

As stated above, the Honble NCLT, Kolkata Bench vide order dated 7th February, 2020 had 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 Creditors to manage the affairs of the Company.

Resolution Plan submitted by Tata Steel Mining Limited was approved by CoC with requisite majority through the e-voting process concluded on 5th June, 2021 and the same was filed on 7th June, 2021 with Honble NCLT, Kolkata Bench for approval.

The Companys plant at Haldia continues to remain non-functional as the plant was shut down in July, 2015. For burglary/robbery and damages to the properties occurred in Financial Year 2016-17, the Company had filed insurance claim of Rs 26.03 Crores and had since filed application before the National Consumer Forum for expediting the claim settlement process, pending decision on such application the financial impact thereof has not been ascertained and accounted for.

To the best of our knowledge, during the year under review, the Company has not received any other order from the Regulators, Courts or Tribunals which may impact the Going Concern status or the Companys operations in future and that the Company has complied with all the requirements of the Uniform Listing Agreement/Listing Regulations with the Stock Exchanges as well as regulations and guidelines of SEBI.

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

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 lockdowns of all economic activities. This pandemic has affected the business operations of the Company, which is already under Corporate Insolvency Resolution Process (CIRP), by way of interruption in production activities, supply chain and availability of manpower during the period. The demand for companys products and supply chain were badly hit due to lockdown causing, further worsening of the liquidity position of the Company. Being a Company under CIRP and due to huge outstanding debts, the Company is in severely stressed condition as a result of which it is continuously facing liquidity problem to keep its plants in running condition. However, the Company is trying its best to tide over the liquidity crunch as far as practicable.

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

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective 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 (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 with Rule 8(3) of the Companies (Accounts) Rules, 2014, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure-V which is annexed hereto and form part of the Boards Report.

GREEN INITIATIVE

The Company welcomes and supports the Green Initiative 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.

The Company has made the arrangement with CDSL/NSDL/RTA for updating the email address of the concerned shareholders for supply of Annual Report in electronics means due to non-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-mail addresses are requested to register the same with Registrar and Share Transfer Agent/Depositories for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

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

GRADED SURVEILLANCE MEASURE (GSM) IN TRADING

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

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

OTHER DISCLOSURE REQUIREMENTS

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

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

• As far as possible, the Company has complied with the applicable provisions of Secretarial 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 of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable

• The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) had issue show cause notice to the Company for the late submission of the financial results for the quarter and year ended 31st March, 2020. NSE and BSE has imposed penalty of Rs 1,20,000/- and Rs 80,000/- respectively (exclusive of GST). The Company has requested the Stock Exchange for waiver of penalty, which is still under consideration.

• Since none of the Directors were present in the Meeting of Resolution Professional with Directors and Key Managerial Personnel, the Boards Report and Annexure thereon were signed by the Key Managerial Personnel.

ACKNOWLEDGMENT

The Management wish to place on record their sincere appreciation for the continued assistance and co-operation extended to the Company by the Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers and the entire workforce including valuable contribution of the employees at all levels who are continuing their assistance 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)