Dear Members,
Your Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023
Financial Highlights
The Company's financial performance for the financial year ended 31st March ,2023 is summarised below:
(In Lakhs)
Results of Operations and State of Company Affairs
The highlights of the Company's performance are as under:
• During the current year of operations, your company has shown a decrease in loss.
• The company reported a net loss of (113.29) in 2022-23, compared to a net loss of (127.48) in 2021-22.
Future Prospectus
We are pleased to present the future prospectus of Bothra Metals & Alloys Limited in our 22nd Annual Report for the year 2022-23. It gives us immense satisfaction to inform you about the significant progress we have made in overcoming the financial challenges faced by our company in recent years.
As you are aware, Bothra Metals & Alloys Limited underwent a period of financial pressure and was placed under the Corporate Insolvency Resolution Process (CIRP). This was a trying time for us, but we remained resolute in our commitment to regain stability and restore the company's growth trajectory.
We are delighted to announce that in the financial year 2022-23, we have successfully paid off all our debts. Through meticulous financial planning and strategic decision-making, we have achieved a major milestone in our journey towards financial recovery. Furthermore, we are proud to share that we have received a clearance of no dues from our bankers, a testament to our diligent efforts and commitment to meeting our financial obligations.
With our financial foundations now stronger than ever, Bothra Metals & Alloys Limited is well-positioned to embark on a new phase of growth and expansion. We have outlined a comprehensive roadmap that includes strategic initiatives aimed at accelerating our progress and delivering long-term value to our shareholders.
One of our key priorities is to resume production at our current manufacturing unit. We are committed to optimizing our operational efficiency and leveraging our existing infrastructure to maximize productivity, improve product quality, and cater to the evolving needs of our customers more effectively.
In line with our commitment to sustainability and addressing the local market demand, we have devised plans to start importing metal scrap for the benefit of our valued customers in India. By diversifying our sourcing channels and incorporating recycled materials, we aim to contribute to a more sustainable future while ensuring a reliable supply of high-quality products to our customers.
Dividend
Your Directors wish to disclose an important decision taken by the Board of Directors regarding the dividend for the financial year under review. After careful consideration and a thorough evaluation of the company's financial position, growth opportunities, and future expansion plans, the Board of Directors has decided that it would be prudent not to recommend any dividend for the financial year.
We understand the importance of dividends as a means of rewarding our shareholders for their trust and investment in our company. However, the decision to forgo a dividend recommendation for the financial year is a well-considered measure aimed at strengthening the financial resilience and stability of Bothra Metals & Alloys Limited, enabling us to pursue our growth plans more effectively.
We assure you that this decision has been taken in the best interest of the company and its shareholders. We remain committed to delivering sustainable and profitable growth, enhancing shareholder value, and keeping you informed about our progress in achieving these objectives.
Environmental, Health, Safety and Social Responsibility
At Bothra Metals and Alloys Limited, we firmly believe that our success is intertwined with our commitment to environmental sustainability, ensuring the health and safety of our workforce, and embracing our social responsibilities. As we present the Annual Report for the year 2022-23, we would like to highlight our ongoing efforts and achievements in these vital areas.
• Environmental Stewardship: Preserving and protecting the environment is a core value at Bothra Metals and Alloys Limited. We continuously strive to minimize our environmental footprint and promote sustainable practices across our operations.
• Health and Safety: The health and safety of our employees, contractors, and communities are of paramount importance to us. We are dedicated to providing a safe and healthy working environment for all our stakeholders. We remain vigilant in our efforts to ensure the well-being of everyone associated with our company.
• Social Responsibility: We believe that being a responsible corporate citizen goes beyond our business operations. Bothra Metals and Alloys Limited actively engages with the communities in which we operate, striving to make a positive impact. We are proud to contribute to the social development of the regions we operate in, and we remain committed to furthering these efforts.
• Looking Ahead: As we move forward, we recognize that our responsibility towards the environment, health, safety, and society is an ongoing journey. We are committed to continually improving our performance in these areas and setting higher benchmarks for ourselves. By integrating sustainable practices into our business strategies, fostering a culture of safety, and addressing the social needs of our communities, we aim to create long-term value for our stakeholders.
Internal Control System and Adequacy
Your company ensures the presence of effective internal control systems across all operational domains. It utilizes the services of Internal & external auditors periodically, alongside in-house expertise and resources. The company consistently enhances these systems to align with the most advanced practices in the field.
The reports and discrepancies identified are frequently deliberated upon with the management and committee members, with appropriate action taken whenever required. An independent audit committee appointed by the board assesses the sufficiency of the internal control measures in place.
Major Expansion Plan
Bothra Metals and Alloys Limited is pleased to unveil its ambitious expansion plan, capitalizing on the promising trends in the Indian and international markets for metal scrap and aluminum extrusion profiles. In light of the remarkable growth in these sectors, the company is strategically poised to embark on a significant expansion journey.
Recognizing the enormous potential of the metal scrap industry, we plan to leverage our network in the metal industry to meet the escalating demand for metal scrap both domestically and internationally. The metal scrap industry has witnessed substantial growth, with a global market size estimated to reach $406.16 billion by 2027, driven by increasing industrialization, infrastructure development, and the growing focus on sustainable practices.
Furthermore, we are excited to announce our intention to establish a new manufacturing facility exclusively dedicated to aluminum extrusion profiles. Equipped with state-of-the-art technology and modern machinery, this facility will enable us to produce high-quality aluminium profiles that meet the stringent requirements of various industries. The global aluminum extrusion market is experiencing significant growth, with a projected CAGR of 4.9% from 2021 to 2028. The construction, automotive, and aerospace sectors, in particular, are fueling the demand for lightweight and durable aluminium extrusion profiles.
Our expansion plan combines the utilization of our existing manufacturing unit and the establishment of a new state-of-the-art aluminum extrusion profile unit. This strategic move positions us to capitalize on the growing market demand, expand our customer base, and create value for our stakeholders. Through continuous innovation, implementation of best practices, and a customer-centric approach, we are confident in our ability to thrive in the dynamic metal industry.
Steps in Manufacturing and Procurement
At Bothra Metals and Alloys Limited, we are committed to continuously enhancing our operational efficiencies and exploring new avenues for business growth. As part of our strategic initiatives, we have undertaken several steps in manufacturing and procurement to drive excellence in our operations.
We place great emphasis on optimizing our manufacturing processes to improve overall productivity and yield. By leveraging advanced technologies and adopting best practices, we strive to enhance the efficiency of our manufacturing operations, minimize waste, and maximize output.
Quality is at the core of our manufacturing operations. We adhere to stringent quality control measures to deliver products that meet the highest industry standards.
Efficient procurement and supply chain management are critical for our success. We work closely with our suppliers to establish strong partnerships and ensure a reliable supply of raw materials.
Conversation 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 conservations of Energy, and Foreign Exchange Earnings and Outgo are given below:
• Kala-Amb (Himachal Pradesh)
Table: Power and Fuel Consumption
# The plant are not in production
Table: Consumption Per Unit of Production
• Sangli (Maharashtra)
Table: Power And Fuel Consumption
# The plant is not in production
Table: Consumption Per Unit Of Production
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.
Foreign Exchange Inflow & Outflow
For the Fiscal Year 2022-23 there have not been any Forex Transaction.
Table: Details of Inflow and Outflow in Foreign Transaction
(In Crores)
Share Capital
The Paid Up Equity Share Capital as on 31st March 2023 was Rs. 18.52 Crores. During the year under review, the company has not issued shares with differential voting rights, nor granted stock options nor sweat equity shares.
Details Of Significant And Material Orders Passed By The Regulators, Courts, And Tribunals
NCLT has passed the Order in C.P.(I.B)/2579(MB)2019 passed on 13th November 2022 that "The corporate debtors are free from rigors of CIRP and the erstwhile the management is being reinstated to the board. The IRP is to hand over all the financial and other records to the reinstated board of the company, ROC to be intimated about the withdrawal of CIRP and the normal function of the company." No other significant and material orders have been passed by the regulator, courts, or tribunals impacting the going concern status and the company's operation in the future.
Audit Committee
The Audit Committee of the Board of Directors of the company comprises Mrs. Lubdha Porwal as Chairman, Mr. Sunderlal Bothra, and Mr. Aditya Sukharam Saran as members. The Company Secretary acts as Secretary of the Committee. The Statutory Auditor, The Cost Auditor, and Chief Financial Officer are permanent invitees to the meeting. 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 has not accepted the recommendation of the Audit Committee.
The Audit Committee has also been responsible for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing, and mitigating all elements of risks to which the Company may be exposed to.
Nomination And Remuneration Committee
A Nomination and Remuneration Committee was constituted which comprises Mrs. Lubdha Porwal as chairman and Mr. Sunderlal Bothra, and Mr. Aditya Sukharam Saran as members of the Committees. The Company Secretary acts as the Secretary of the Committee. 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 Share Transfer Agent of the Company. All requests for dematerialization and rematerialization of shares, transfer or transmission of shares and other shares maintenance matters are completed within 10 days of receipt of valid and complete documents. Minutes of the committee meeting are circulated to all Directors and discussed at the Board Meeting.
Vigil Mechanism/Whistle Blower Policy
In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the Company's working or any violation of its policies.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors' individual as well as the evaluation of the working of its Audit, Nomination, and Remuneration Committees
Risk Management
Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risks through 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 the Companies Act, 2013, is marked as Annexure "A" which is annexed hereto and forms part of the Board Report.
Declaration By Independent Director
Mr. Aditya Sukharam Saran and Mrs. Lubdha Porwal are Independent Directors on the Board of the Company. The company has received declarations from all Independent Directors of the company confirming that they meet the criteria of Independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s Vinesh K Shah & Associates practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed herewith.
Director's Responsibility Statement
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirms that :
• In the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed;
• Appropriate accounting policies have been selected and applied 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 the end of the financial year and of profit and loss of the company for the period.
• Proper and sufficient care has been taken 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 frauds and other irregularities.
• The annual accounts have been prepared on a going-concern basis.
• Internal financial controls laid down by the Directors have been followed by the company and such internal financial controls are adequate and are operating effectively.
• A proper system to ensure compliance with the provision of all applicable laws was in place and was adequate and operating effectively.
Forward-Looking Statement
This Report contains a forward-looking statement that involves risks and uncertainties. Actual results, performance, or achievement could differ materially from those expressed or implied in such a forwardlooking statement. Significant factors that could make a difference to the Company's operations include domestic and international economic conditions 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 are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereon.
• In the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed:
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Acknowledgement
Your Directors record their deep appreciation for the encouragement, assistance and co-operation received from members, government authorities, banks and customers. They also thank them for the trust reposed in the Management and wish to thank all employees for their commitment and contributions.