Bothra Metals & Alloys Ltd - Bombay Stock Exchange Metals & Alloys Ltd ANNUAL REPORT 2014-15 P a g e | 2 CORPORATE INFORMATION : Board of Directors Chairman Non Executive Director

th14 ANNUAL REPORT2014‐2015

A House of Aluminium An ISO 9001:2008 certified co.

Bothra Metals & Alloys Ltd

Bothra Metals & Alloys Ltd ANNUAL REPORT 2014-15

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In this Annual Report the forward-lookinginformation if any, is for enabling investorsto comprehend our prospects and takeinformed investment decisions. This reportand other statements that set out anticipatedresults based on the management’s plansand assumptions.We have tried, wherever possible to identifysuch statements by using words such as‘estimate’, ‘plans’, ‘believes’, ‘intends’,‘expects’, ‘anticipate’ and words of similarsubstance in connection with any discussionof future performance. We cannot guaranteethat these forward-looking statements willbe realized, although we believe we havebeen prudent in our assumptions. Theachievement of result is subject to risks,uncertainties and even inaccuracies in ourassumptions. Should known or unknownrisks or uncertainties materialize, or shouldunderlying assumptions prove inaccurate,actual results could vary materially fromthose anticipated, estimated or projected.

Corporate Information 2

Message from Managing Director 3

Notice 4

Director’s Report 12

Corporate Governance Report 30

Auditor’s Report 41

Balance Sheet 45

Statement of Profit & Loss 46

Cash Flow Statement 47

Notes 49

Proxy Form 70

Attendance Slip 71


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CORPORATE INFORMATION :

Board of Directors

Chairman Non Executive DirectorNirmal Daga Ashok Surana

Sanjay K DeokarExecutive Directors Kavindra Kumar Chhajer*Sunderlal Bothra Vinod Sohanlal Chordia**Narendra Bothra Nikita Sand**Kishanlal BothraSardarmal Suthar

Bankers Cost AuditorsSyndicate Bank Vinaykant Pareek & Co.Corporation Bank Cost AuditorsState Bank of IndiaICICI Bank Limited

Statutory AuditorsR. T. Jain & Co. Company SecretaryChartered Accountant Kuldeep Bothra

Chief Financial OfficerKishanlal Bothra

Registered OfficeOffice No. 6A, Ground Floor,Bothra House, 5, Assembly Lane,Dadi Seth Agyari Lane, Kalbadevi Road,Mumbai -400 002 (Maharashtra)

Phone No 022- 67472762/63

CIN : L27100MH2001PLC133926Website : www.bothrametals.com

Manufacturing Units Locations

Kala-amb Sangli210/110/2/1 Mauza Kheri, Trilokpur Road, Gat No. 34, 228/1 and 228/2 Plot No.5, 8 & 10,Kala-Amb, Sirmour, Village: Savli-Kananwadi, Taluka: Miraj,SIRMOUR -173030 (Himachal Pradesh) SANGLI -416415 (Maharashtra)

* Kavindra Kumar Chhajer resigned from the Directorship on 31.03.2015** Vinod Sohanlal Chordia & Nikita Sand were appointed as Additional Director w.e.f. on 01.04.2015


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I am very pleased to present the 14th Annual Report of our company which contains a compilation of the financial performance of ourbusinesses and a brief description of the values, beliefs and practices that shape our company

The year 2014-15 continued to be a challenging year. The global economy growth was 3.4%, unchanged over the previous year. The world’slargest economy, the US saw better growth, while the countries in the Euro zone registered marginal growth. There was a marked slowdownin China, and Japan witnessed near stagnation.

The key factors that affected the global economy included a steep decline in oil and commodity prices, and monetary easing by centralbanks in the US, EU and Japan. The global financial markets experienced heightened volatility, largely due to expectations of a tightening ofmonetary policy by the US Federal Reserve. The impasse on resolving the debt crisis in Greece added to the uncertainty. Geopolitical riskscompounded the situation.

Among all the developing economies, India was a notable exception, with growth increasing to 7.3% in 2014. Agriculture recorded a growthof only 0.2%, given the subnormal monsoon. This was compensated by a more vigorous manufacturing sector, which grew at 7.1% in FY2014-15, compared to 5.3% in FY 2013-14. Headline inflation fell sharply to 5%.

This years’ Directors' Report gives a very self-explanatory and strong analysis of your Company's working, aims, objectives andopportunities. we have crossed another milestone, that our topline has marked jump to the extent of 15.28% from Rs.224.28 Cr. during FY13-14 to Rs.258.54 Cr. during FY 14-15. We are proud to share that in this kind of economic conditions, where domestic units are not at allin comfort zone, our company through perseverant efforts of our young and dynamic work force has been able to touch this mark.

We, at Bothra Metals & Alloys Ltd, believe in innovating ourselves, inspired to return the due, in whatever way we can, to all ourstakeholders. Just as last year the company marked one feats, in its history, this year was no exception. Our Director NarendraBothra was presented with the very prestigious “Rashtriya Vikas Ratan Award” at Goa, Seminar conferred by the Presidentand Member of Economic Growth Society of India

Now moving on to operational efficiency, products of increased production, company will start some of Non ferrous alloysother than Aluminium also, it will create a another milestone for the company

Most valuable resource is human resource. We have ensured the steady growth of your organization, by admitting wellqualified and dedicated work force, and are on a constant evaluation spree, thus enforcing confidence in the prospects of yourorganization. We strongly believe that this is the only way forward to cope with the future challenges and continue to stayahead of markets and peers.

My concern in the global market still remains as the fluctuations in US Dollar/Rupee, power shortages and weak growth intraditionally strong economies and its negative effect on global economy in general are causes for concern.

A lot of effort, hard work and research go into making this possible. Our constant endeavors to make Bothra Metals & AlloysLtd an epitome of excellence in working.

Before I conclude. I would like to express my gratitude towards all stakeholders who have reposed trust in us and extendedtheir constant supports, and dedicated team of employees and the board of Directors for their supports and guidance

We lookforward to your continued support in future journey.

Thank you.

Sunderlal BothraManaging Director

Message from Managing Director…Sunderlal Bothra

Dear Shareholders,

Message from Managing Director…Sunderlal Bothra

Dear Shareholders,


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NOTICE OF 14th ANNUAL GENERAL MEETING

NOTICE is hereby given that the 14th Annual General Meeting of the Members of BOTHRA METALS &ALLOYS LIMITED will be held on wednesday the 30th September,2015 at 11.00 A.M. at the RegisteredOffice of the Company to transact the following businesses :

ORDINARY BUSINESS :

Item No 1- Adoption of financial statements

To receive,consider,approve and adopt the Audited Financial Statements of the Company for the year ended31st March, 2015 including audited Balance Sheet as at 31st March,2015, the Statement of Profit & Loss forthe year ended on that date and the Report of the Board of Directors and Auditors thereon.

Item No 2- Declaration of Dividend

To declare dividend for the financial year ended 31st March, 2015.

Item No 3- Appointment of Director

To appoint a Director in place of Mr.Narendra Kumar Bothra(Din No 00738065) who retires by rotation and,being eligible, offers himself for re-election.

Item No 4- Appointment of Auditors

To ratify the appointment of Auditors and to fix thier remuneration and for the purpose to conisder and, ifthought fit, to pass with or without modification, the following resolution as Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 139 and other applicable provisions, if any ofthe companies Act, 2013 and the rules made thereunder, the M/s SSRV & Associates (Firm Registration No.135901W) to hold office from the conclusion of the 14th AGM of the company till the conclusion of the 15th

AGM of the Company to be held in the year 2016, be and is hereby and the said Auditors be paid suchremuneration as may be decided by the Audit Committee of the Board of the Directors of the Company.

SPECIAL BUSINESS :

Item No 5- Appointment of Mr. Vinod Sohanlal Chordia(DIN No 03269578) as an IndependentDirector

To Consider, and if thought fit, to pass with or without modification(s) the following resolution as OrdinaryResolution:


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"RESOLVED THAT pursuant to the provisions of Scetion 149, 150, 152, 161 and any other applicableprovisions of the Companies Act, 2013 and the rules made thereunder(including any statutory modification(s) or re-enactment thereof for the time being in force) read with Article 141 of the Articles of theAssociation of the Company, Mr. Vinod Sohanlal Chordia(DIN 03269578) who was appointed by the Boardof Directors as an Additional Director of the Company w.e.f 01st day of April,2015 and who holds officeupto the date of this 14th Annual General Meeting and in respect of whom a notice has been received from aMember under section 160 of the Companies Act,2013 proposing his candidature for the office of Director,and be also appointed as an Independent Director of the Company not liable to retire by rotation, for a periodof five years w.e.f 1st April,2015".

Item No 6- Appointment of Ms. Nikita Sand (DIN No 07143885) as aIndependent Director

To Consider, and if thought fit, to pass with or without modification(s) the following resolution as OrdinaryResolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 and any other applicableprovisions of the Companies Act, 2013 and the rules made therunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Article 141 of the Articles of theAssociation of the Company, Ms. Nikita Sand (DIN 07143885) who was appointed by the Board ofDirectors as an Additional Director of the Company w.e.f 01st day of April,2015 and who holds office uptothe date of this 14th Annual General Meeting and in respect of whom a notice has been received from aMember under section 160 of the Companies Act,2013 proposing his candidature for the office of Director,and be also appointed as an Independent Director of the Company not liable to retire by rotation, for a periodof five years w.e.f 1st April,2015".

Item No 7- Ratification of the remuneration of the Cost Auditor for the year 2015-16

To Consider, and if thought fit, to pass with or without modification(s) the following resolution as OrdinaryResolution

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, ofthe Companies Act, 2013 and the Companies(Audit and Auditors) Rules,2014 the consent of the company beand is hereby accorded for the ratification of appointment of M/s Vinaykant Pareek & Co, Cost Accountant,the Cost Auditors Appointed by the Board of Director(''the Board") for the financial year ending 31st

March,2016 with a remuneration of Rs 50,000/-(Rupees Fifty Thousand only)."

Resolved further that, the Board be and is hereby authorized to do all acts and take all such steps as may benecessary proper or expident to give effect to this Resolution.

Item No 8- Adoption of new set of Articles of Association of the company due to replacement ofCompanies Act 1956 with Companies Act 2013.

To Consider, and if thought fit, to pass the following resolution as a Special Resolution:


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"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of theCompanies Act, 2013 read with the Companies (Incorporation) Rules, 2014, as may be amended, from timeto time, the draft set of Articles of Association of the Company, a copy of which is placed before themeeting, be and is hereby approved and adopted as the new Articles of Association of the Company, insubstitution of the existing Artcles of Association of the Company.

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all acts, deeds,matters and things as may be deemed necessary to give effect to this resolution.”

Registered Office : By order of the BoardOffice No. 6A, Ground Floor,Bothra House,5, Assembly LaneDadi Seth Agyari Lane,Kalbadevi Road, Mumbai 400 002CIN : L27100MH2001PLC133926 Sunderlal Bothra5th September, 2015 Managing Director

Din No: 00737982


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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act,2013 setting out material factsrelating to Special Businesses to be transacted at the 14th Annual General Meeting is attached hereto.

2. A Member entitled to attend and vote at the meeting is entilted to appoint a proxy/proxies to attendand vote on a poll instead of himself/herself. A proxy need not be a member of the company.A personcan act as a proxy on behalf of members not exceeding 50(fifty) and holding in aggregate not more thanten percent of total share capital of the company.A member holding more than ten percent of share capitalof the company carrying voting rights may appoint a single person as proxy and such person shall not actas proxy and such other person shall not act as proxy for any other person or shareholder.

The instrument appointing the proxy should,however be, deposited at the Registered Office of thecompany not less than 48 hours before the commencement of the Meeting. A proxy form is attached to thisnotice.

3. The businesses as set out in this Notice will be transacted through meeting by means of ballotpaper.

4. Member holding shares in electronic form may note that bank particulars registered against thierrespective depository account will be used by the company for payment of dividend.The company or itsRegistrar M/s Sharex Dynamic (India) Pvt Ltd cannot act on any request received directly from themembers holding shares in electronic form for any change of bank particulars or bank mandates.Suchchanges are to advised only to Depository Participants for the members.

5. The Register of Member and Share Transfer Book of the Company shall remain closed from the 24th dayof September,2015 to 30th day of September,2015(both day inclusive).

6. Member holding shares in demateralised form are requested to intimate all changes pertaining to thierBank Details, National Electronic Clearing Services(NECS), Electronic Clearing Services(ECS),mandate,nominations, power of attorney, change of address, change of name, e-mail address, contactnumbers etc.to thier Depository Participant (DP). Changes intimated to the DP will then be automaticallyreflected in the Company's record which will help the Company and the Company's Registrar and ShareTransfer Agent M/s Sharex Dynamic (India) Pvt Ltd to provide efficent and better services. Memberholding Shares in physical form are requested to intimate such changes to Company's Registrar and ShraeTransfer Agent.

7. Member can avail of the nomination facility, under Section 72 of the Companies Act,2013 by submittingForm No SH-13 as per rule 19(1) of the Companies (Share Capital and Debenture) Rules,2014 with thecompany. Blank form will be made available on request.

8. The Securities and Exchange Board of India (SEBI) has manadted submission of Permanent AccountNumber(PAN) by every participant in securities market. Members holding shares in electronic form are,therefore, requested to submit PAN to thier depository participants whom they are maintaning thier demataccounts. Members holding shares in physical forms can submit thier PAN details to the Registrar andShare transfer Agent/Share Department of the Company.

9. Members holding shares in physical form are requested to consider converting thier holding indemateralized form to eliminate all risk associated with physical shares and for ease of portfoliomanagement. Members can contact the Company or Company's Registrar or Share Transfer Agent, M/s


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Sharex Dynamics (India) Pvt Ltd for the same.

10. In case of joint holder attending meeting,only such joint holder who is higher in the order of names willbe entitled to vote.

11. To support "Green Initiative", the Members who have not registered thier email address are requested toregister the same with Registrar or Share Transfer Agent/ Depostitories for receiving all communicationsincluding Annual Report, Notices,Circular etc. From the Company electronically.

12. Electronic copy of the Notice of the 14th Annual General Meeting of the Company inter alia indicating theprocess and manner of e voting along with Attendance Slip and Proxy Form are being also sent to all themembers whose email Ids are registered with the Registrar or Share Transfer Agent/ DepositoryPartcipants for communication purposes. For members who have not registered thier e-mailaddress,physical copies of the Notice of 14th Annual Gneral Meeting of the Company inter alia indicatingthe process and manner of e-voting along with Attendance Slip and Proxy Form are being sent inpermitted mode.

13. Corporate member intending to send thier authorised representatives to attend the Meeting are requestedto send to the Company a certified true copy of the Board Resolution authorising thier representative toattend and vote on thier behalf at the meeting atleast 3 days before the AGM.

14. Members desiring any information relating to the accounts are requested to write to the company well inadvance so as to enable the management to keep information ready.

15. All documents referred to in the accompanying Notice and Explanatory Statement shall be open forinspection at the registered office of the Company during normal business hours on all working days, upto and including the date of 14th Annual General Meeting of the Company.

Registered Office:

Office No 6A, Ground Floor, By Order of the BoardBothra House,5, Assembly Lane,Dadi Seth Agyari Lane,Kalbadevi Road Mumbai 400 002MaharashtraCIN: L27100MHPLC133926 Sunderlal Bothra5th September, 2015 Managing Director

DIN No 00737982


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 5

Mr. Vinod Sohanlal Chordia was appointed by the Board of Directors ('the Board') as an Additional Directorof the Company with effect from 1st April,2015 pursuant to Section 149, 152 and 161(1) of the CompaniesAct,2013 read with Article 141 of the Article of Association of Company. Mr. Vinod Sohanlal Chordia holdsoffice as a Director of the company upto the date of this 14th Annual General Meeting.The Company hasreceived a notice in writing from a member proposing candidature of Mr. Vinod Sohanlal Chordia,for theoffice of the Director of the Company.

Mr.Vinod Sohanlal Chordia has graduated from Mumbai University. He has the good knowledge in business.

Mr.Vinod Sohanlal Chordia does not hold by himself or for any other person in any manner, any shares inthe company. Mr Vinod Sohanlal Chordia is not related to any director.

Copy of draft letter for respective appointment of Mr. Vinod Sohanlal Chordia as independent Directorsetting out the terms and conditions are available for inspection by members at the Registered Office of theCompany

The Board recommends the resoution in relation to appointment of Mr. Vinod Sohanlal Chordia as aDirector,for the approval by the shareholder of the Company.

Item No. 6

As per the provisions of Section 149(1) of the Companies Act,2013 and amended clause 49 of the ListingAgreement, the Company should have at least one Woman Director. Accordingly,pursuant to Section149,150,152,161 and any other applicable provisions of the Companies Act,2013 and the rules madethereunder(including any statutory modification(s) or re-enactment thereof for the time being in force) readwith Schedule IV of the Companies Act,2013 and with Article 141 of the Article of Association of theCompany, Miss Nikita Sand (24) years was appointed by the Board of Directors("the Board") as anAdditional Director of the Company with effect from 1st April,2015. Miss Nikita Sand holds office as aDirector of the Company upto the date of this 14th Annual General Meeting.The Comapny has received anotice in writing from a member proposing candidature of Miss Nikita Sand,for the offcie of the Director ofthe Company under the provision of Section 160 of the Companies Act,2013

The Company has recieved from Miss Nikita Sand requisite consent,intimation and a declaration inconnection with her appointment as an Independent Director.

Miss Nikita Sand is a Commerce Graduate from Mumbai University. She has good knowledge of Financeand General Management.

Miss Nikita Sand does not hold by himself or for any other person in any manner, any shares in thecompany. Miss Nikita Sand is not related to any director.


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Copy of draft letter for respective appointment of Ms. Nikita Sand as independent Director setting out theterms and conditions are available for inspection by members at the Registered Office of the Company In theopinion of the Board, Miss Nikta Sand fulfills the condition specified in Section 149 of the CompaniesAct,2013 and the rules made thereunder and Clause 49 of Listing Agreement, for her appointment as aWoman Director and as Independent Director setting out the terms and conditions would be available forinspection without any fees by the members at the Registered office of the Company durinh normal businesshours on any working day.

The Board recommends the resolution in relation to appointment of Miss Nikita Sand as an IndependentDirector, for the approval by the shareholder of the Company.

This Explanatory Statement may also be recorded as a disclosure under clause 49 of the Listing Agreementwith the Stock Exchanges.

Item No. 7

The Board at its meeting held on 30th May,2015, on recommendation of the Audit Committee has appointedMr.Vinay Kant Pareek,Cost Auditor having Membership No 25124,to conduct audit of the cost record of thecompany for the financial year ending 31stMarch,2016 on remuneration upto Rs 50,000/- (Rs FiftyThousand Only).

As per Rule 14 of the Companies(Audit and Auditors) Rules,2014 the remuneration of the CostAuditors,which is recommended by the Audit Committee,shall be considered and approved by the Board ofDirectors and subsequently ratified by the shareholders therefore the resolution at Item No 7 isrecommended for approval of the members by means of ordinary resolution as required under theCompanies Act,2013

None of the Director or Key Mannagerial Personnel(KMPs) of the company or thier relatives is concerned orinterested in this resolution.

Item No. 8

The present Articles of Association of the Company are based on the provisions of the Companies Act, 1956,Consequent to replacement of the Act with the Companies Act, 2013 and Rules framed there under, it hasbecome necessary to alter the existing Articles of Associations of Association of the Company to be in linewith the new Act.

The Board of Directors considered this matter in its meeting held on 5th September, 2015 and decided toadopt a new set of Articles of Association and replace the existing Articles of Association. A copy of draftArticles is available at the registered office of the Company. As per Section 14 of the Companies Act, 2013,approval of the shareholders of the Company by way of a special resolution is required for alteration ofArticles of Association of the Company.


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The Board recommends the resolution set out at Item No. 11 to the shareholders for their approval as specialresolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way, concerned or interested,financially or otherwise, in this resolution.

Registered Office : By order of the BoardOffice No 6A, Ground FloorBothra House,5, Assembly Lane,Dadi Seth Agyari Lane,Kalbadevi Road, Mumbai 400 002MaharashtraCIN : L27100MH2001PLC133926 Sunderlal Bothra

5th September, 2015 Managing DirectorDIN No 00737982


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BOARDS'S REPORT , MANAGEMENT DISCUSSION AND ANALYSIS

Board’s Report, Management Discussion and Analysis

Your company has delivered another year of steady performance in the backdrop of continuing sluggishnessin the macro-environment. Your Director have pleasure in presenting before you fourteenth Annual Report ofthe business and operation of the company and the audited annual accounts for the financial year ended 31st

March, 2015.

FINANCIAL RESULT(` In Lakhs)

Particulars 2014-15 2013-14

Sales 26,246.70 22,746.06

Less : Excise Duty 392.84 318.09

Total Income 25,853.86 22,427.97

Less : Expenditure 24,455.91 21,303.12

Operating Earnings / (Loss) before Financial cost, Depreciation & Tax 1,397.95 1,124.85

Less : Financial cost 734.86 609.05

: DepreciationAdd : Other Income

180.8815.76

140.9955.93

Earnings / (Loss) before Tax 497.97 430.74

Less : Provision for Taxation 123.46 77.10

Profit/(Loss) after Tax 374.53 353.64

Add : Profit/(Loss) Brought Forward 1,044.40 690.76

Amount available for Appropriation 1,488.91 1,044.40

Less : Appropriation

Proposed Dividend 21.65 -

Surplus Carried Forward to Balance Sheet 1,397.26 1,044.40

Basic Earnings per share (face value of ` 10/- each) 2.02 1.91

RESULT OF OPERATION AND STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

During the current year of operations, your company has shown a good improvement as the turnover hasincreased to the extent of 15.28% from Rs 22427.97 Lakhs during F.Y.2013-2014 to Rs 25853.86 Lakhsduring F.Y.2014-2015

Company has witnessed a bit of slowdown as global aluminium prices reduced however, company hasmanaged to increase its profitability against all odds.

During the Current year under review the company has decided to shift the operations of Bhavnagar Plant toits Sangli Plant w.e.f 15th November,2014. The decision was taken in order to capitalize the benefits ofeconomies of scale available due to mega size and scale of operations at sangli plant.


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FUTURE PROSPECTS

The fortunes of the Aluminum extrusion is closely linked with those of the user industry. The Aluminum industry hadbeen impacted during the year due to a considerable slowdown of the manufacturing sector and particularly the enduser companies of aluminum. The industry has faced its most formidable challenge still your company has been able tomaintain its volumes and margin

Your Company's main business is to manufacture aluminum extrusions,ingots,and billets for varied industries. Yourcompany has seen considerable resilience,grit and determination during the year by taking various initiatives to keepits pace to enlarge the market base and share in particularly. And your company is also planning to manufacture theothers Non Ferrous alloys and it will create another mile-stone for the company.

Your company expects that the policies of the new government at the center will use a framework which shall act as abooster to user industries which in turn will be beneficial to your company's fortune. Your company is confident thatit will surmount the macro environment obstacles and achieve improved profitability in coming years.

On the horizon we see good days to start again at your Company

DIVIDEND

For approval of members at the ensuing 14th Annual General Meeting your Directors are happy to recommend adividend at 1% i.e. Paise 0.10/- per equity shares which will absorb Rs 18.51 Lakh. The tax on aforesaid dividend, tobe borne by company,which will be Rs 3.14 Lakhs

ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

The Company’s commitment to preserve and enrich environment by conducting all operations in an environment-friendly and safe manner continues. We are continuing our initiatives to touch the lives of communities in and aroundmanufacturing units by supporting environmental and health care projects as also educational programs.

Every plant is focused on drive safety work place initiatives, which resulted in achieving a no fatal accident record.Regarding environmental performance, we continued to strictly adhere to all environmental conformances.

INTERNAL CONTROL SYSYTEM AND ADEQUACY

Your company maintains adequate internal control system in all area of operations. Services of internal and externalauditors are utilized from time to time, as also in-house expertise and resources. The company continuously upgradesthese systems in line with the best available practices.

These reports and deviation are regularly discussed with Management and Committee Members and action takenwhenever necessary.

An Independent Audit Committee of the Board reviews the adequacy of internal control.

MAJOR EXPANSION PLANSProjects are proceeding at place considered appropriate in the prevailing economic situation global scenarioand the company’s business strategy.


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STEPS IN MANUFACTURING AND PROCUREMENT

Your company continues to focus on various initiatives to improve operational efficiencies like improvingyields, exploring new geographies for entering new areas of business.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

As required under provisions of Section 134 of the Companies Act,2013 and read with Rule 8(3) ofCompanies (Accounts) Rules, 2014 details relating to conservations of Energy, and foreign ExchangeEarnings and Outgo are given below:

Kala-Amb (HP)

A. POWER & FUEL CONSUMPTION:-

Conservation of Energy 2014-2015 2013-2014

a) Electricity Purchased

(In Units) 1380260 1308900

Total Amount in (` In Lakhs) 80.98 80.08

Rate/Unit (`) 5.87 6.12

b) Furnace Oil & Other Fuel

Quantity (in Ltr) 358338 437506


Rate/ Litre (`) 43.52 47.14

c) Gas

Quantity (in Kgs.) 12274 9080


Rate/ Kgs (`) 75.05 96.77

The Company has been continuously attempting to create a conscious awareness against excessive consumption and

wastage at all levels.


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B. CONSUMPTION PER UNIT OF PRODUCTION:-

Particulars 2014-2015 2013-2014



Production at Kala-Amb (in Kgs.) 2492822 2478701

Rate/Kgs. (`) 3.25 3.23




Rate/Kgs. (`) 6.26 8.32

c) Gas



Rate/ Kgs (`) 0.37 0.35

The Company is not in a position to compile and give information relating to consumption per unit of production, since productsare having different processes of production. But efforts have been put to compile the data presented.

Bhavnagar (Gujrat)




(In Units) 1440 2348


Rate/Unit (`) 10.90 11.41

b) Coke



Rate/ Kgs (`) 15.74 15.50


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The Company has been continuously attempting to create a conscious awareness against excessive consumption and wastage at alllevels.


Particulars 2014-2015 2013-2014



Production at Bhavnagar (in Kgs.) 36554 107995

Rate/Kgs. (`) 0.43 0.25

b) Coke


Production at Bhavnagar (in Kgs.) 36554 107995

Rate/ Kgs (`) 2.71 3.20

The Company is not in a position to compile and give information relating to consumption per unit of production, since productsare having different processes of production.

Sangli (Maharashtra)




(In Units) 993712 549438


Rate/Unit (`) 6.71 8.54


Quantity (in Ltr) 222192 217701


Rate/ Litre (`) 43.59 41.02

c) Coke



Rate/ Litre (`) 7.61 8.81

The Company has been continuously attempting to create a conscious awareness against excessive consumption and wastage at

all levels.


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Particulars 2014-2015 2013-2014



Production at Sangli (in Kgs.) 2162247 1564083

Rate/Kgs. (`) 3.08 3.00




Rate/Kgs. (`) 4.48 5.71

C) Coke



Rate/Kgs. (`) 1.94 1.44

The Company is not in a position to compile and give information relating to consumption per unit of production, for each productseparately, since products are having different processes of production.

C. 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.

D. FOREIGN EXCHANGE INFLOWS & OUTFLOWS(` In Crores)


a) Foreign Exchange Inflows Nil Nil

b) Foreign Exchange Outflows 58.46 46.28

(Actual Paid) (57.27) (48.53)


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SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March, 2015 was Rs 18.52 Crores. During the year underReview, the company has not issued shares with differential voting rights, neither granted stock options norsweat equity shares.

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

No Significant and material orders has been passed by the regulator, courts, tribunals impacting the goingconcern status and company’s operation in future.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the company comprises Mr. Ashok Surana as Chairmanand Mr. Sunderlal Bothra, Mr. Kavindra Kr Chhajer as members. The Company Secretary acts as Secretaryof the Committee. The Managing Director 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 Yearthere were no instances where the board has not accepted the recommendation Audit Committee.

The Audit Committee has also been the responsibility of monitoring and reviewing risk managementassessment and minimization procedures, implementing and monitoring the risk management plan andindentifying, reviewing and mitigating all elements of risks which the Company may be exposed to.

NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee was constituted with Mr. Ashok Surana as Chairman andMr. Nirmal Daga, Mr. Sardarmal Suthar as Members of the Committees. The Company Secretary acts as theSecretary of the Committee. The Company has delegated the responsibility for share transfer and otherroutine share maintenance work to the Company Secretary and to M/s Sharex Dynamics (India) Pvt Ltd, TheRegistrar and Share Transfer Agent of the Company. All requests for dematerialization and remateralisationof shares, transfer or transmission of shares and other shares maintenance matters are completed within 10days o receipt of valid and complete documents. Minutes of the committee meeting are circulated to allDirectors and discussed at the Board Meeting.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In Compliances with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the ListingAgreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about theCompany’s working or about any violation of its policies.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Boardhas carried out an annual performance evaluation of its own performance, the director’s individually as wellas the evaluation of the working of its Audit, Nomination and Remuneration Committees.


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RISK MANGEMENT

Risk Management is the process of identification, assessment, and prioritization or risks followed bycoordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunateevents or to maximize the realization of opportunities. The Company has laid a comprehensive RiskAssessment and Minimization Procedure, which is reviewed by the Audit Committee and approved by the bBoard from time to time. These procedures are reviewed to ensure that executive management control risksthrough 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 ofCompanies Act, 2013, is marked as Annexure “A” which is annexed hereto and forms part of the BoardReport.

DECLARATION BY INDEPENDENT DIRECTOR

Mr. Ashok Surana, Mr. Nirmal Daga, Mr. Kavindra Kr Chhajer Mr. Vinod Sohanlal Chordia and Miss NikitaSand are Independent Directors on the Board of the Company. The company has received declaration fromall Independent Directors of the company conforming that they meet the criteria of Independence asprescribed both under the Companies Act, 2013 and Clause 49 of Listing Agreement.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of Companies Act, 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Harsha Pugaliapracticing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial AuditReport for the financial year ended 31st March, 2015 is annexed herewith.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts for the financial year ended 31st March,2015, the applicableaccounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and made judgment andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of profit and loss of the company for the period.

iii) proper and sufficient care have been taken for maintenance of adequate accounting records inaccordance with the provisions of the companies Act,2013 for safeguarding the assets of the companyand for preventing and detecting frauds and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.


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v) Internal financial controls laid down by the Directors have been followed by the company and suchinternal financial controls are adequate and were operating effectively.

vi) proper system to ensure compliance with the provision of all applicable laws were in place and wereadequate and operating effectively.

FORWARD LOOKING STATEMENT

This 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 lookingstatement. Significant factors that could make a difference to the Company’s operations include domestic andinternational economic condition affecting demand-supply and price conditions, foreign exchangefluctuations, and change in government regulations, tax regime and other statutes. The company undertakesno obligation to publicly update or revise any forward-looking statements, whether as a result of newinformation, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speaks only as of their dates. This Report should be read in conjunction with thefinancial statements included herein and the notes thereon

ACKNOWLEDGEMENT

Your Directors record their deep appreciation for the encouragement, assistance and co-operation receivedfrom members, government authorities, banks and customers. They also thanks them for the trust reposedin the Management and wish to thanks all employees for their commitment and contributions.

For and on Behalf of the Board

Sunderlal Bothra Sardarmal SutharManaging Director Director

Place : MumbaiDate : 30th May, 2015


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ANNEXURE “A”

FORM NO. MR 3SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st Day of March, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,M/S BOTHRA METALS AND ALLOYS LIMITEDMumbai 400 002

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Bothra Metals And Alloys Limited (hereinafter called “theCompany”). Secretarial Audit was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, andauthorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinionthe Company has, during the audit period covering the financial year ended 31st March, 2015 compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent, in the manner and subject to the reporting madehereinafter:

I have examined the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company for the financial year ended 31st March, 2015 according to the provisionsof:

A. The Companies Act, 2013(the Act) and the rules made thereunder;B. The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;C. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;D. The following Regulations (as amended from time to time) and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 :-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993;

E. I in consultation with the Company came to a conclusion that no specific laws were directlyapplicable with regard to business activities of the Company during the period under review.

F. Foreign Exchange Management Act, 1999 and the Rules and Regulations.I have also examined compliance with the applicable clauses of the following:


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(i) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited .

During the period under review the Company has complied with the provisions of the Acts, Rules,Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors, Independent Directors and a Woman Director. The changes inthe composition of the Board of Directors that took place during the period under review were carriedout in compliance with the provisions of the Act and Listing Agreement.

Adequate Notice is given to all Directors to schedule the Board Meetings. Agenda and detailed Noteson Agenda were sent at least seven days in advance, and a system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through, while the dissenting members’ views are captured, as and whenrequired and are recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with thesize and operations of the Company to monitor and ensure compliance with applicable laws, rules,regulations and guidelines as also represented by the management.

Place : Kolkata Harsha PugaliaDate : 27/05/2015 Practising Company Secretary

ACS No. 37893C.P. No. 14157

Note : This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report


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‘ANNEXURE A’

To,The MembersBothra Metals And Alloys Limited

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company.Myresponsibility is to express as opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance aboutthe correctness of the contents of the Secretarial records. The verification was done on test basis to ensurethat correct facts are reflected in secretarial records.I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of theCompany.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rulesand regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards isthe responsibility of management.

My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company.

Place : Kolkata Harsha PugaliaDate : 27/05/2015 Practising Company Secretary

ACS No. 37893C.P. No. 14157


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CORPORATE GOVERNANCE REPORT

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

The Company continues to focus on good Corporate Governance, which aims to improve the company’sefficiency, effectiveness and social responsibility. The basic philosophy of Corporate Governance, in theCompany emphasizes on highest level of transparency, accountability, and equality, in all respect of itsoperations. The Company believes that the governance process should ensure economic prosperity and longterm value creation for the enterprise and its shareholders keeping in view the needs and interest of all itsstakeholders. The company also respects the rights of its shareholders and other stakeholders to informationon the performance of the company, based on highest professional ethics, and financial reporting standards.The essence of Corporate Governance lies in promoting and maintaining integrity, transparency andaccountability in the management’s higher echelons. The demands of Corporate Governance requireProfessionals to raise their competence and capability levels to meet the expectations in managing theenterprise and its resources effectively with the highest standards of ethics. It thus became crucial to fosterand sustain a culture that integrates all components of good governance by carefully balancing the complexinter-relationship among the Board of Directors, Audit Committee, Finance, Compliance and Auditors andthe senior management.

Above all, we feel honoured to be integral to India’s social development.

ROLE OF COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof)Procedures are followed and regularly reviewed. The Company Secretary ensures that all relevantinformation details and documents are made available to the Directors and senior management for effectivedecision making at meetings. The Company Secretary is primarily responsible to assists and advises theBoard in the conduct of affairs of the company, to ensure compliances with applicable statutory requirementsand Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. Heinterfaces between the management and regulatory authorities for governance matters.

COMPOSITION OF THE BOARD OF DIRECTORS AS ON 31ST MARCH, 2015

(a) The Board of Directors of the company comprises:

3 Executive Directors 1 Executive Director who is the Managing Director. 3 Independent Director(Out of which 1 Director resigned on 31.3.15 and 2 Additional I Ds were

appointed w.e.f 01.04.2015) 1 Non-Executive Director


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The Composition of the Board satisfies the requirement of Section 149 of the Companies Act, 2013, (“theAct”) and Clause 49 of the Listing Agreement.

The names and categories of the Director, the number of Directorship and also committee positions held bythem and also shares held them in the company is given below

The directorship held by the Director as mentioned in the above table do not include alternatedirectorship of foreign companies,section 8 Companies, one person companies.

Mr Vinod Sohanlal Chordia & Ms Nikita Sand were appointed as Additional Director with effect from1st April, 2015.

Mr. Kavindra Kr Chhajer has resigned as Independent Director at the close of business on 31st March, 2015.

Name of Director Category of DirectorsNo of Directorshipin other ompanies

No of othercommittee

MembershipNo of

Shares heldSunderlal Bothra Executive (Managing Director) 1 1 2683780

Narendra Kumar Bothra Executive(Whole Time Director) 0 0 1284700

Kishanlal Bothra Executive(Whole Time Director) 0 0 1655960

Sardarmal Suthar Executive(Whole Time Director) 0 0 1449820

Sanjay Deokar Non Executive 0 0 0

Nirmal Daga Non Executive & Independent 0 0 0

Ashok Surana Non Executive & Independent 2 0 0

Kavindra Chhajer* Non Executive & Independent 0 0 0

Vinod S Chordia # Non Executive & Independent 0 0 0

Nikita Sand # Non Executive & Independent 0 0 0


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(b) Attendance Record of the Directors at the Board Meeting held on

Name of the DirectorHeld during

tenureAttended

Attendance atthe LastAnnual

1 Sunderlal Bothra 7 7 Yes2 Kishanlal Bothra 7 2 Yes3 Narendra kumar Bothra 7 3 Yes4 Sardarmal Suthar 7 7 Yes5 Ashok Surana 7 4 Yes6 Nirmal Daga 7 3 No7 Kavindra Kr Chhajer* 7 4 No8 Sanjay K Deokar 7 2 No9 Vinod Sohanlal Chordia# 0 N.A. N.A.

10 Nikita Sand# 0 N.A. N.A.

* Mr Kavindra Kr Chhajer resigned as Independent Director at the close of business on 31st March, 2015.# Mr Vinod Sohanlal Chordia & Ms Nikita Sand were appointed as Additional Director with effect from 1st

April, 2015.

AUDIT COMMITTEE

Terms of Reference

The company has an Audit Committee and terms of reference are in conformity with the powers as stipulatedin Listing Agreement. The terms of reference also fully conforms to the requirement of Section 177 of theCompanies Act, 2013.

The role of Audit Committee, inter alia, includes the following:

a. Oversight of the Company’s financial reporting process and disclosure of its financial information toensure that the financial statement is correct, sufficient and credible.

b. Recommending to the Board, the appointment, re-appointment and if required the replacement orremoval of the statutory auditors and fixation of audit fees.

c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors

d. Reviewing, with the management, the annual financial statement with the auditors thereon beforesubmission to the Board for approval, with particular reference to:

i) Matters required to be included in the Director’s Responsibility Statement to be included on BoardReports in terms of section 134 of Act

ii) Changes, if any, in accounting policies and practices and reasons for the sameiii) Major accounting entries involving estimates based on the exercise of judgment by the managementiv) Significant adjustments made in the financial statement arising out of audit findings.


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v) Compliances with listing and other legal requirement relating to financial statementvi) Disclosure of any related party transactionsvii) Qualifications in the draft audit report, if any,

e. Reviewing, with the management, the half yearly financial statements before submission to the Boardfor approval.

f. Reviewing the adequacy of internal audit function, if any including the structure of internal auditdepartment, staffing and seniority of the official heading the department reporting structure coverage andfrequency of internal audit.

g. Reviewing with the management, performance of statutory and internal auditors, and adequacy ofinternal control system.

h. discussions with the internal auditors of any significant finding and follow up thereon.

Powers of the Audit Committee

To investigate any activity within its terms of referenceTo seek information from any employeeTo obtain outside legal or other professional adviceTo secure attendance of outsiders with relevant expertise, if it considers necessary.

Composition

The Audit Committee comprises 3 Directors’ out of which 2 are Non Executive Independent Directorsand 1 is Executive Director.

The Composition of the Audit Committee meeting held and attendance thereof are as below:

Name of Director Position held Meeting heldduring tenure

Meetingattended

Mr. Ashok Surana ( Non Executive & Ind ependent Director) Chairman 4 4Mr. Kavindr Chhajer* ( Non Executive & Ind ependent Director) Member 4 4Mr. Sunderlal Bothra (Excutive Director) Member 4 4Mr. Vinod Sohanlal Chordia( Non Executive Independent Director) Member 0 N.A.Ms. Nikita Sand( Non Executive Independent Director) Member 0 N.A.

* Mr Kavindra Chhajer resigned from the office from the close of business hour of 31stMarch, 2015

Meetings

Audit Committee Meeting were held on 30th May, 2014, 26th August, 2014, 05thNovember, 2014, and30th March, 2015.

Audit Committee Meetings were also attended by Chief Financial Officer, Internal Auditors, andStatutory Auditors and cost Auditors of the Company.

The Company Secretary acts as a Secretary to the Audit Committee


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Members of Audit Committee are eminent persons in their fields having expertise in Finance andAccounting

The Chairman of the Audit Committee attended the last Annual General Meeting of the Company held on30th September, 2014.

Nomination and Remuneration Committee

Terms of Reference

The Company has a Nomination and Remuneration Committee and terms of reference of Nomination andRemuneration are in conformity with the role as stipulated in clauses of listing agreement. The terms ofreference also fully conforms to the requirement of Section 178 of Companies Act, 2013.

The role of committee inter alia includes the followings:

Identify persons qualified to become director or hold senior management positions and advise the Boardfor such appointment/removals where necessary.

Formulate criteria for determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy relating to remuneration of directors, key managerial personnel andother employees.

Evaluate the performance of Independent Director and of the Board Devise a policy on Board diversity

In accordance with the recommendation of Committee, the company has since formulated a Remunerationpolicy for directors, Key managerial personnel and other employees of the company.The committee is responsible for recommending the fixation and periodic revision of remuneration of theManaging Director. The Committee also decides on payment of commission to non-executive Director andother senior managerial personnel. The performance evaluation criteria for non-executive includingindependent director laid down by Committee and taken on record by the Board includes-

a. Attendance and participation in Meetings.b. Preparedness for the meeting.c. Understanding of the Company and external environment in which it operates.d. Raising of valid concerns to the Board and constructive contribution to issues and active participation at

meetings.e. Engaging with and challenging the management team without being confrontational.

Composition

The Nomination and Remuneration Committee comprises 3 Directors, of whom 2 are Non ExecutiveIndependent Director and one is Non Executive Director. The Composition of Nomination & RemunerationCommittee meeting held and attendance thereof are as below:

Name of Director Positionheld

Meeting heldduring tenure

Meetingattended

Mr. Nirmal Daga ( Non Executive & Ind ependent Director) Member 1 0Mr. Ashok Surana ( Non Executive & Ind ependent Director) Chairman 1 1Mr. Sanjay Deokar (Non Excutive Director) Member 1 1


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Meetings

During the Year ended 31st March, 2015 the Nomination and Remuneration Committee met once on 26th

August, 2014.Remuneration Policy

Payment of remuneration to Managing Director is governed by the agreements executed between him and thecompany and are governed by Board and shareholder’s resolutions.

Details of sitting fees paid to the Non-Executive Director

The sitting fees for the Board and Committee meetings paid to Non-Executive Directors during the yearended 31st March, 2015 are as follows:

Mr. Sanjay Deokar –Sitting Fee Rs 6000/- Mr Ashok Surana Rs 22000/- Mr. Nirmal Daga Rs 6000/- MrKavindra Kr Chhajer Rs 16000/-

No Commission was paid to Non-Executive Director during the year ended 31st March, 2015

Details of Remuneration paid to Executive Directors

Mr. Sunderlal Bothra Rs 12,00,000/- Mr.Kishanlal Bothra Rs 6,00,000/- Mr Narendra Kumar BothraRs 6,00,000/- Mr.Sardarmal Suthar Rs 6,00,000/-

General Body Meeting

Location and time of the Last 3 Annual General Meeting (AGM) held:

AGM Date Venue

SpecialResolution

Passed

13th 30th Sept, 2014Bothra House, 5, Assembly Lane, 3rd Floor, Dadi SethAgyari Lane, Kalbadevi Road, Mumbai 400 002 YES

12th 28th Sept, 2013222-D, 140L, 1st Floor, Cavel Cross Lane 7, Dr.ViegasStreet, Mumbai 400 002 NO

11th 29th Sept, 2012222-D, 140L, 1st Floor, Cavel Cross Lane 7, Dr.ViegasStreet, Mumbai 400 002 NO

Neither any resolution was not put through postal ballot last year nor is any resolution proposed to beconducted through postal ballot.


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Disclosures

Disclosure by Senior Management in accordance with clause 49VII (D) (2) of Listing Agreement

The Senior Management of the company has confirmed to the Board of Directors that they do not have anypersonal interest relating to material, financial and commercial transactions with the company that may havea potential conflict with the interest of the company at a large.

Disclosures on compliances of law

The Company has complied with the mandatory requirements of the stock Exchanges, SEBI and otherstatutory authorities on all matters related to capital market during last three years. No Penalties or strictureswere imposed by SEBI, Stock Exchanges or any other statutory authorities on any matter related to capitalmarkets during last three years.

Code for prevention of Insider Trading Practices

In Compliances with SEBI Regulation on Prevention of Insider Trading, the Company has in place acomprehensive code of conduct for its Directors and Senior Management Officers. The Code lays downguidelines, which advises them on procedures to be followed and disclosure to be made, while dealing withshares of the company. The Code clearly specifies, among other matters, that Directors and specifiedemployees of Company can trade in Shares of company only during ‘Trading Window open period’. Thetrading window is closed during the time of declaration of results, dividend and material events as per thecode.

Since the close of the year, the two new sets of codes- Code of practices and procedures for Fair Disclosureof Unpublished Price Sensitive Information and Code of Conduct to regulate, monitor and report trading byinsiders-have been adopted by Board, in suppression of the earlier one in accordance with SEBI(Prohibitionof Insider Trading) Regulations,2015.

Mr. Kuldeep Bothra, Company Secretary, is the Compliance Officer who also acts as the Chief InvestorRelationship Officer.

Details of Compliances with mandatory requirement and adoption of non mandatory requiremen

All mandatory requirements have been complied with and the non-mandatory requirements are deal with atthe end of the Report.

Code of Conduct

A new code of Business Conduct and Ethics for member of the Board and Senior Management Personnel hasbeen adopted by the board, in suppression of earlier one to bring in line with the revised Listing requirementsof the Stock Exchange.

All Board Member and Senior Management Personnel have affirmed compliances with the Code on anannual basis.


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Sexual Harassment Policy

The Company has in place an Anti Sexual Harassment Policy in line with the requirement of the SexualHarassment of Women at workplace (Prevention, Prohibition & Redressal) Act,2013 covering all employeesof the Company. Internal Complaints Committee set up for the purpose did not receive any complaints forredressal during the year.

MEANS OF COMMUNICATION

1. In Compliances with Clause 41 of Listing Agreement, the Company sends the half yearly/YearlyAudited Results to the Stock Exchanges.

2. Whenever the Company issues any press release, if any, it is sent to the Stock Exchange3. Management Discussion and Analysis forms a part of Director’s Report.

GENERAL SHAREHOLDER INFORMATION

14th ANNUAL GENERAL MEETING:

Date: 30th September, 2015 11.00 A.M.

Venue : Office No 6A, Ground Floor, Bothra House, 5, Assembly Lane,Dadi Seth Agyari Lane, Kalbadevi Road, Mumbai 400 002

Financial Year: 1st April,2014 to 31st March,2015

Book Closure: 24th September,2015 to 30th September,2015(both days inclusive)

Dividend : Dividend, if declared, at the ensuing 14th Annual General Meeting will be paidon and from 4th October, 2015

LISITING ON STOCK EXCHANGE:

SME Platform of Bombay Stock Exchange LtdPhirozee Jeejeebhoy TowersDalal Street Mumbai 400 001

SCRIPT ID, STOCK CODE & ISIN:

BMALBSE SME-535279ISIN: INE583M01012


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PAYMENT OF LISITING FEES

Annual Listing fees for the Year 2015-2016 has been paid to the Stock Exchange

MARKET PRICE DATA: HIGH LOW DURING EACH MONTH IN LAST F.Y.

Month High Low Volume (No.)Apr. '14 34.00 20.65 380000May.'14 27.00 20.20 460000June.14 26.30 21.00 456000July.'14 27.00 18.00 252000Aug.'14 24.40 21.00 1136000Sep.'14 25.55 21.00 1196000Oct.'14 25.20 21.00 936000Nov.'14 25.80 22.50 620000Dec.'14 25.55 23.00 676000Jan.'15 26.20 24.00 380000Feb.'15 30.00 26.00 418400Mar.'15 44.95 26.05 832000

B.S.E.

SHARE TRANSFER AGENT

Sharex Dynamic (India) Private LimitedUnit No-1, Luthra Industrial PremisesAndheri Kurla Road, Safeed PoolAndheri (East) Mumbai 400 072Tel: (022) 2851-5644

SHARE TRANSFER PROCESS

The Shares in Physical form for transfer should be lodged at the Office of the Company’s Registrar and ShareTransfer Agent, Sharex Dynamics India Private Limited or at the Registered Office of the Company. Thetransfers are processed within 10 days from the date of receipt of such request for transfer, if technicallyfound to be in order and complete in all respects. As per directives issued by SEBI, it is compulsory to tradein securities of any Company’s equity shares in dematerialized form.

DEMATERALISATION

The Process of conversion of shares from physical form to electronic form is known as dematerialization. Fordematerializing the shares, the shareholders should open a demat account with a Depository Participant (DP).He/She is required to submit a Demat Request form duly filled up along with share certificate to his/her DP.The DP will allocate a demat request number and shall forward the request physically as well aselectronically, through NSDL/CDSL to the Registrar and Share Transfer Agent.


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On receipt of the demat request both physically and electronically and after verification, the shares aredematerialized and an electronic credit of shares is given in the account of shareholder.

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2015

No of EquityShares held No of shareholder

% ofShareholders

No of EquityShares held

% ofShareholding

Upto 16000 143 64.10 1053700 5.6916001-32000 34 15.25 808000 4.3632001-48000 17 7.62 746000 4.03

48001-100000 7 3.15 474000 2.56Above 100000 22 9.88 15434940 83.36

TOTAL 223 100.00 18516640 100.00

SHAREHOLDING PATTERN AS ON 31ST MARCH, 2015

CategoryNo.of

Shareholder No.of Shares % of HoldingPromoter (including person acting in concert) 17 13626640 73.59Public Shareholding :Bodies Corporate 11 109954 0.59Resident Indiviuals :Upto Rs 1 Lakh 98 546046 2.95Above Rs 1 Lakh 96 4150000 22.41Clearing Member 1 84000 0.45TOTAL 223 18516640 100.00

DEMATERALISATION OF SHARES

SHARES %NSDL 14538940 78.50CDSL 3977700 21.50TOTAL 18516640 100.00

STATEMENT OF ADOPTION OF NON MANDATORY REQUIREMENTS

The applicable Non Mandatory Requirements will be implemented by the Company as and when requiredand/or deemed necessary by the Board


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ADDRES FOR CORRESPONDENCE

Registrar and Share Transfer Agent:(For Shares and dividend related queries)

Sharex Dynamics India Private LimitedUnit No 1, Luthra Industrial Premises,Andheri Kurla Road, Safeed PoolAndheri (East) Mumbai 400 072

Company:(For any other matter and unresolved complaints)Company Secretary

Bothra Metals & Alloys LimitedOffice No 6A, Ground Floor5, Assembly Lane,Dadi Seth Agyari Lane,Kalbadevi Road, Mumbai 400 002MaharashtraPh (022) 67472762/63Email [email protected]

Mumbai For and on behalf of the Board5th September, 2015


DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49(E)(2) OF LISTING AGREEMENT

I Sunderlal Bothra, Managing Director of Bothra Metals & Alloys Limited declare that all the Members of theBoard of Directors and Senior Management personnel have, for the year ended 31st March, 2015 affirmed complianceswith the Code of Conduct laid down by the Board of Directors in terms of the Listing Agreement entered with theStock Exchanges.


Place: Mumbai5th September, 2015


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Independent Auditor’s Report

To the Members of

Bothra Metals and Alloys Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Bothra Metals and Alloys Limited (“theCompany”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, theCash Flow Statement for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility alsoincludes the maintenance of adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of internal financial control,that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matterswhich are required to be included in the audit report under the provisions of the Act and the Rules madethereunder.We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of theAct. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to the Company’s preparation of thefinancial statements that give true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overallpresentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.


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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; andc) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure astatement on the matters specified in paragraphs 3 and 4 of the order.

2. As required by section 143(3) of the Act, we report that:a) we have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;b) in our opinion, proper books of account as required by law have been kept by the Company so far as

appears from our examination of those booksc) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are

in agreement with the books of account.d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record

by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from beingappointed as a director in terms of Section 164(2) of the Act;

f) With respect to the other matters to be included in Auditors Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014 in our opinion and to the best of our information andaccording to explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financialstatements – Refer note no -27 to the financial statements;

ii. The Company did not have any long –term contracts including derivative contracts for which there wereany material foreseeable losses;

iii.The Company was not required to transfer any amount to Investor Education and Protection Fund.

For R T Jain & CoChartered Accountants

FRN : 103961W

(CA Bankim R Jain)Partner

Mumbai, May 30, 2015 Mem No. : 139447


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ANNEXURE TO THE INDEPENDENT AUDITORS REPORT(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements of our reportof even date)On the basis of such checks as we considered appropriate and according to the information and explanationgiven to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative detailsand situation of its fixed assets.

(b) As explained to us, fixed assets have not been physically verified by the management. However, theCompany has a program of verification of fixed assets to cover all items in a phased manner, which inour opinion, is reasonable having regard to the size of the Company and the nature of its assets

2. (a) As explained to us, inventories have been physically verified during the year by themanagement at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures ofphysical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generallymaintaining proper records of its inventories. No material discrepancy was noticed on physicalverification of stocks by the management as compared to book records.

3. The Company has not granted any loans, secured or unsecured to Companies, Firms or other partiescovered in the Register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is generally anadequate internal control system commensurate with the size of the company and the nature of itsbusiness, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods.During the course of our audit, no major instance of continuing failure to correct any weaknesses in theinternal controls has been noticed.

5. The Company has not accepted any deposits from public during the year.

6. We have broadly reviewed the books of account maintained by the Company in respect of productswhere pursuant to the rules made by the Central Government for the maintenance of cost recordsunder section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, theprescribed accounts and records have been maintained. We are not required to carry out and have notcarried out a detailed examination of the records with a view to determine whether they are accurateor complete.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund,Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax,Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues havegenerally been regularly deposited with the appropriate authorities.


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(b) According to the information and explanations given to us there were no outstandingstatutory dues as on 31st of March, 2015 for a period of more than six months from the date theybecame payable, except for the following :

(c) According to the information and explanations given to us, there is no amounts payable in respect ofincome tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not beendeposited on account of any disputes.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financialyear covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we areof the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank ordebenture holders.

10. According to the information and explanations given to us, the Company has not given any guaranteesfor loan taken by others from a bank or financial institution.

11. Based on our audit procedures and on the information given by the management, term loans have beenapplied for the purpose for which they were raised.

12. Based on the audit procedures performed and the information and explanations given to us, we report thatno fraud on or by the Company has been noticed or reported during the year.

For R T Jain & CoChartered AccountantsFRN : 103961W

(CA Bankim R Jain)PartnerMem No. : 139447

Mumbai, May 30, 2015

Nature of Statutory Dues Amount InvolvedProfession Tax Rs. 22,020/-


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(` In Lakhs)Particulars Note

NoAs at

31.03.2015As at

31.03.2014I. EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 2 1,851.66 1,851.66

(b) Reserves and Surplus 3 1,972.80 1,619.94

Non-Current Liabilities

(a) Long-term borrowings 4 65.42 150.27

(b) Deferred tax liabilities (net) 5 17.56 32.83

(c) Long-term provisions 6 17.06 14.90

Current Liabilities

(a) Short-term borrowings 7 6,415.11 4,327.31

(b) Trade payables 8 2,952.31 2,336.98

(c) Other current liabilities 9 661.40 597.95

(d) Short-term provisions 10 81.92 12.29

T O T A L 14,035.24 10,944.13

II. ASSETS

Non-Current Assets

(a) Fixed assets 11

i. Tangible assets 1,099.02 1,271.90

ii. Capital work-in-progress 0.92 0.92

iii. Intangible assets under development 6.17 6.17

(b) Non-current investments 12 13.82 5.08

(c) Long term loans and advances 13 581.60 505.43

Current Assets

(a) Inventories 14 4,498.93 1,851.98

(b) Trade receivables 15 6,964.68 6,279.81

(c) Cash and cash equivalents 16 673.12 767.55

(d) Short-term loans and advances 17 75.41 137.04

(e) Other current assets 18 121.57 118.25

T O T A L 14,035.24 10,944.13

Significant Accounting Policies 1

The accompanying notes are an integral part of the Financial Statements.

As per our report of even date For and on behalf of the Board

For R.T. Jain & Co.

Chartered Accountants Sunderlal Bothra Sardarmal Suthar

Firm Regn No.103961W Managing Director Director

Bankim Jain Kishanlal Bothra Kuldeep BothraPartnerMEM No.139447Mumbai, 30th May, 2014

Chief Financial Officer Company Secretary

Balance Sheet as at 31st March, 2015


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(` In Lakhs)Particulars Note No 2014-2015 2013-2014

INCOME

Revenue from operations 19 25,853.86 22,427.97

Other income 20 15.76 55.93

Total Revenue 25,869.62 22,483.90

EXPENDITURE

Cost of materials consumed 21 10,708.98 10,851.91

Purchase of traded goods 13,627.95 9,288.63

Changes in inventories of finished goods, tradedgoods and work-in-progress

22 (1,365.30) (392.93)

Employee benefit expenses 23 113.90 120.18

Finance costs 24 734.86 609.05

Depreciation and amortisation expense 11 180.88 140.99

Other expenses 25 1,365.20 1,434.21

Total Expenses 25,366.47 22,052.04

Profit before prior period items 503.15 431.86

Prior period items (Net) 5.18 1.12

Profit before extraordinary items and tax 497.97 430.74

Extraordinary Items - -

Profit before tax 497.97 430.74

Tax expense:(i) Current tax 132.70 80.03

(ii) Deferred tax (15.27) (5.14)

(iii) MAT credit (0.12) 4.25

(iv) Short/(Excess) provision for earlier years 6.15 (2.04)

123.46 77.10Profit for the year 374.51 353.64

Earning per equity share(face value of `10/- each):Basic and Diluted (`)

26 2.02 1.91

Significant Accounting Policies 1

The accompanying notes are an integral part of the Financial Statements.


For R.T. Jain & Co.





Statement of Profit and Loss for the year ended 31st March, 2015


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(` In Lakhs)Particulars Year Ended Year Ended

31.03.2015 31.03.2014

CASH FLOW FROM OPERATING ACTIVITIES :

Net profit before tax for the year 497.97 430.75

Adjustments for : -

Interest paid 503.41 391.27

Interest income (55.65) (94.18)

Depreciation 180.88 140.99

Bad debts 66.67 251.10

Loss /(Gain) on Sale of fixed assets (0.02) (0.03)

Insurance claim (7.02) (8.27)

Loss / (Gain) on exchange rate fluctuations 128.25 250.64

Provision for gratuity 2.52 (0.09)

Discount paid / (received) - -

Rent Received (5.22) (4.40)

Dividend Received (0.02) (0.02)

Operating profit before working capital changes 1,311.77 1,357.76

Movements in working capital:

Decrease / (Increase) in Trade receivables (751.54) (2,019.43)

Decrease / (Increase) in Inventories (2,646.95) (586.54)

Increase / (Decrease) in Trade payables and 691.16 1,043.55

Other Current Liabilities - -

Decrease / (Increase) in Loans and Advances (42.49) (110.48)

and Other Current Assets

Cash generated from operations (1,438.04) (315.14)

Payment of income tax 66.47 84.59

Cash from operating activities before extra-ordinary items (1,504.51) (397.73)

Insurance-claim received (2.07) 6.20

Net cash from operating activities (A) (1,506.58) (391.53)

CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of fixed assets(Including capital advances) (7.20) (91.05)

Purchase of investments (8.74) (0.71)

Sale of fixed assets 0.20 0.07

Dividend Received 0.02 0.02

Rental Income 5.22 4.40

Interest Received 60.50 144.86

Net cash used in investing activities (B) 50.00 57.59

Cash Flow Statement for the year ended 31st March, 2015


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CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from fresh issue of shares - -

Proceeds from long term borrowings 720.85 286.89

Proceeds from short term borrowings(Net) 1,662.15 872.38

Repayments of long term borrowings (246.22) (387.79)

Repayments of short term borrowings (271.45) -

Interest paid (503.17) (388.27)

Share issue expenses - -

Dividend distribution tax - -

Net cash from financing activities (C) 1,362.16 383.21

Net increase in cash and cash equivalents (A+B+C) (94.43) 49.27

Cash and cash equivalents at the beginning of the period 767.55 718.28

Cash and cash equivalents at the end of the period 673.12 767.55

Note : Cash flow statement has been prepared under the indirect method as set-out in Accounting Standard - 3,notified under the Companies (Accounting Standards) Rules, 2006.


For R.T. Jain & Co.






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Notes to Financial Statement for the year ended 31st March, 2015

CORPORATE INFORMATION

Bothra Metals & Alloys Ltd was incorporated in the year 2001. The Company is into manufacturing of AluminiumSection and Ingots through its manufacturing facility at Sangli and Kala-Amb. The Company is also into trading of alltype of Non-Ferrous Metals.

NOTE 1 : SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation of Financial Statements:

i. These financial statements are prepared in accordance with Generally Accepted Accounting Principles in India(GAAP) under historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards asprescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts)Rules, 2014, and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) / Companies Act, 1956 (“the1956 Act”), as applicable.

ii. The financial statements are prepared under the historical cost convention and on the accounting principles ofgoing concern. The Company follows the accrual system of accounting where income & expenditure arerecognized on accrual basis.

B. Use of Estimates:

The preparation of financial statements requires management to make estimates and assumptions that affectamounts in the financial statements and reported notes thereto. Actual results could differ from these estimates.Differences between the actual result and estimates are recognized in periods in which the results are known/materialised.

C. Fixed Assets:

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, ifany. The cost of an asset comprises of its purchase price (net of cenvat / duty credits availed wherever applicable)and any directly attributable cost of bringing the assets to working condition for its intended use. Expenditure onadditions, improvements and renewals is capitalized and expenditure for maintenance and repairs is charged toprofit and loss account. Fixed Assets costing upto ` 0.05 Lakh are depreciated fully in the year of purchase/capitalisation.

D. Depreciation:

The Company has provided for depreciation on fixed assets using written down value(WDV) over the useful life ofthe assets as prescribed in Schedule II to the companies Act, 2013. Intangible assets are amortized over theirestimated useful life on a straight line basis. Depreciation on asset acquired / sold during the year is provided onpro-rata basis with reference to the date of installation / put to use in the books or disposal. Effective from 1st

April 2014, the company has reassessed the useful lives of the fixed assets in line with useful lives mentioned inSchedule II to the companies Act, 2013.


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E. Valuation of Investments:

i. Investments that are readily realizable and intended to be held for not more than a year are classified as currentinvestments. All other investments are classified as long term investments.

ii. Current Investments are carried at lower of cost and fair value determined on an individual investment basis.

iii. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize adecline other than temporary in the value of investments.

F. Valuation of Inventories:Cost of inventory includes all cost of purchases and other cost incurred in bringing the inventories to theirpresent location and condition.

Closing Stock is valued as under:-

Raw Material – At cost or net realizable value whichever is less.Work in Progress – At cost or net realizable value whichever is less.Finished Goods – At cost or net realizable value whichever is less.Loose Tools – At costConsumable Store – At costIndustrial Scrap (by-products) – Estimated realizable value

G. Foreign Currency Transactions

Initial Recognition: Transactions denominated in foreign currencies are recorded at the exchange rates prevailingon the date of the transaction.

Conversion: At the year end, monetary items denominated in foreign currencies other than those covered byforward contracts are converted into rupee equivalents at the year-end exchange rates.

Exchange Differences: All exchange differences arising on settlement/conversion of foreign currency transactionsare recognized in the statement of profit and loss.

Forward Exchange Contracts: In respect of transactions covered by forward contracts, the difference betweenthe forward rate and the exchange rate at the date of the transaction is recognized as income or expense on thedate of booking of forward contract. The gain/loss on account of foreign currency translation in respect offoreign exchange contracts is spread over the term of the contract.

H. Revenue Recognition:

Sale of goods is recognized on dispatches to customers, which coincide with the transfer of significant risks andrewards associated with ownership, Inclusive of excise duty and net of VAT & Discount.Interest income is recognized on a time proportion basis taking into account the amount outstanding and therate applicable.

I. Borrowing Costs

Borrowing costs that are attributable to the acquisition / construction of qualifying assets are capitalized as partof the cost of such fixed assets up to the date when such assets are ready for its intended use. All otherborrowing costs are recognized as an expense in the period in which they are incurred.


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J. Employee Benefits

i. Short Term Employee Benefits:All employee benefits payable within twelve months of rendering of services are classified as short termbenefits. Benefits include salaries, wages, awards, ex-gratia, performance pay, etc. and are recognized in theperiod in which the employee renders the related service. Liability on account of encashment of leave, Bonusto employee is considered as short term compensated expense provided on actual.

ii. Post Employment Benefit :

a. Defined Contribution Plan:

Provident fund is a defined contribution scheme established under a State Plan. The contributions to thescheme are charged to the profit & loss account in the year when the contributions to the fund are due.

b. Defined Benefit Plan:

Company’s liability towards gratuity is determined using the projected unit credit method which considerseach period of service as giving rise to an additional unit of benefit entitlement and measures each unitseparately to build up the final obligation. The present value of the obligation under such defined benefitplans is determined based on the actuarial valuation at the date of the Balance Sheet.

K. Earning Per Share

Basic earning per share is computed by dividing the net profit after tax for the year after prior periodadjustments attributable to equity shareholders by the weighted average number of equity shares outstandingduring the year.

L. Taxation & Deferred Tax

Provision for Current Tax is made in accordance with the provision of Income Tax Act, 1961. Deferred tax isrecognized on timing differences between taxable & accounting income / expenditure that originates in oneperiod and are capable of reversal in one or more subsequent period(s).

M. Contingent Liabilities / Provisions

Contingent liabilities are not provided in the accounts and are disclosed separately in notes on accounts.

N. Impairment Of Assets

The company assesses at each balance sheet date whether there is any indication due to external factors that anasset or group of assets comprising a cash generating unit (CGU) may be impaired. If any such indication exists,the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or therecoverable amount of the CGU, to which the asset belongs is less than the carrying amount of the asset or theCGU as the case may be, the carrying amount is reduced to its recoverable amount and the reduction is treatedas impairment loss and is recognized in the statement of profit and loss. If at any subsequent balance sheet date,there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at recoverable amount subject to a maximum of depreciated historical costand is accordingly reversed in the statement of profit and loss.


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NOTES TO THE FINANCIAL STATEMENTS(` In Lakhs)

2 SHARE CAPITAL As at 31stMarch, 2015

As at 31stMarch, 2014

Equity Share CapitalAuthorised Share Capital 2,500.00 2,500.0025,000,000 Equity Share of ` 10/- each

(Previous Year:25,000,000 Equity Share of ` 10/- each)

Issued, Subscribed and Fully Paid Up Share Capital 1,851.66 1,851.66

(18,516,640 Equity Shares (Previous year 18,516,640) of ` 10/-each issued, subscribed and fully paid )T O T A L 1,851.66 1,851.66

a) Reconciliation of number of shares outstanding at the endof year (In Nos’)Particulars As at 31st

March, 2015As at 31st

March, 2014

Equity shares at the beginning of the year 18516640 18516640

Add: Initial Public offer - -

T O T A L 18516640 18516640

b) Details of shareholders holding more than 5% of the aggregate shares in the company

As at 31st March, 2015 As at 31st March, 2014

NAME No. of Shares Percentage No. of Shares Percentage

Manju Sunderlal Bothra 3,366,280 18.18% 3,366,280 18.18%

Sunderlal Bothra 2,683,780 14.49% 2,683,780 14.49%

Kishanlal L Bothra 1,655,960 8.94% 1,655,960 8.94%

Sardarmal ChhogaramSuthar

1,449,820 7.83% 1,449,820 7.83%

Sayardevi L Bothra 1,388,640 7.50% 1,388,640 7.50%

Narendra Kumar L Bothra 1,284,700 6.94% 1,284,700 6.94%

Dimple K Bothra 1,055,000 5.70% 1,055,000 5.70%

c) During last five years, 13,999,880 number of Equity Shares were issued as fully paidbonus shares.


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( ` In Lakhs)

3 RESERVES AND SURPLUS As at 31stMarch, 2015


a) Securities Premium Account

Opening Balance 325.54 325.54

Add : Received during the Year - -

Less: Share Issue Expenditure - -

Closing Balance 325.54 325.54

b) General Reserve


Add : Transfer from Profit and Loss Account - -

Closing Balance 250.00 250.00

c) Surplus


Add : Profit during the Year 374.51 353.64

Less : Proposed dividend (18.51) -

Less : Provision for dividend Distribution tax (3.14)

Closing Balance 1,397.26 1,044.40

T O T A L 1,972.80 1,619.94

( ` InLakhs)

4 LONG TERM BORROWINGS As at 31stMarch, 2015


Secured

Term Loan from Banks * 60.21 140.54

Vehicle Loans * 0.78 5.30

(secured against motor car)

Unsecured

Term Loan from Bank 4.44 4.43

T O T A L 65.42 150.27

* Net of Current maturities of long term liabilities


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NATURE OF SECURITY AND TERMS OF REPAYMENT FOR LONG TERM BORROWINGS

NATURE OF SECURITY TERMS OF REPAYMENT

I Term loan amounting to ` 140.53 Lakhs (Previous year` 220.85 Lakhs) is secured by first charge on plant andmachinery funded by term-loan, first charge on part of landat Sangli and personal guarantee of directors and relatives ofdirectors.

Loan to be repaid in 11 equal quarterly installments startingfrom May, 2014 and last installment due In November,2016. Rate of interest is 13.00% per annum payablemonthly.

Ii Car loan amounting to ` 3.57 Lakhs (Previous year ` 6.56Lakhs) is secured against car, from Volkswagen Finance Pvt.Ltd

Loan to be repaid in 48 equal monthly installments, startingfrom May, 2012 and last installment due in April, 2016.Rate of interest is 11.73% per annum payable monthly.

Iii Car loan amounting to ` 1.76 Lakhs (Previous year ` 2.80Lakhs) is secured against car, from ICICI Bank.

Loan to be repaid in 60 equal monthly installments, startingfrom October,2011 and last installment due in September,2016.Rate of interest is 11.26% per annum payable monthly.

Iv Unsecured Loan amounting ` Nil (Previous year `16.19 Lakhs) was taken from HDFC Bank.

Loan to be repaid in 24 equal monthly installments, startingfrom April, 2013 and last installment due in March, 2015.Rate of interest is 16.00% per annum payable monthly.

V Unsecured Loan amounting ` 4.44 Lakhs (Previous year `NIL) was raised during the year from LIC of India.

Loan to be repaid at the end of tenure of 8 years. Rate ofinterest is 9.00% per annum


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( ` In Lakhs)

5 DEFERRED TAX LIABILITIES/ASSETS(NET) As at 31stMarch, 2015


Deferred tax Liabilities

Related to depreciation 16.74 32.86

Related to gratuity 0.82 (0.03)

T O T A L 17.56 32.83

( ` In Lakhs)

( ` In Lakhs)

7 SHORT TERMBORROWINGS


As at 31st,March, 2014

Secured

Loans repayable on demand from banks

Cash credit 2,891.31 1,991.61

Buyers credit arrangements 1,934.35 1,709.64

Letter of credit 969.00 486.36

Unsecured loans

From related parties 120.45 139.70

From Body Corporate 500.00 -

T O T A L 6415.11 4,327.31

Cash credit, buyer's credit arrangement and letter of credit limit from banks are secured against hypothecationof trade receivables and inventory of the company and also the collateral security of properties of company andguaranteed by directors and their relatives with the collateral security of personal properties of directors andrelatives.

6 LONG TERM PROVISIONS As at 31stMarch, 2015


For employees benefit

Gratuity payable 17.06 14.90

T O T A L 17.06 14.90


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( ` In Lakhs)8 TRADE PAYABLES As at 31st


March, 2014

Dues to Micro,Small and Medium Enterprises - -

Others 2,952.31 2,336.98

T O T A L 2,952.31 2,336.98

( ` In Lakhs)10 SHORT TERM PROVISIONS As at 31st


March, 2014

Provision for employee benefits

Contribution to Provident and Superannuation Funds 0.90 2.94

Others

Income-tax 59.37 9.35

Proposed dividend 18.51 -

Tax on dividend 3.14 -

T O T A L 81.92 12.77

( ` In Lakhs)9 OTHER CURRENT LIABILITIES As at 31st


March, 2014

Current maturities of long term debt 84.87 100.56

Interest accrued and due on borrowings 7.07 2.76

Interest accrued but not due on borrowings 0.90 0.66

Gratuity payable 0.73 0.37

Other payables

Deposit received 3.40 3.40

Creditors for expenses 296.70 296.70

Creditors for capital goods 4.53 4.53

Advance from customers 25.34 25.34

Statutory dues 163.63 163.63

T O T A L 597.95 597.95


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( ` In Lakhs)

12 NON CURRENT INVESTMENTS As at 31stMarch, 2015


Investments in equity instruments

Shivalik Solid Waste Management Limited 0.31 0.31

(3,125 equity shares of ` 10/- each)

The NKGSB Co-Op Bank Ltd (SC) 0.01 -

(100 equity shares of ` 10/- each)

Delight Metals Trading DMCC (SC) 8.23

(50 equity shares of AED 1000/- each)

Gratuity (Funded) 5.77 4.77

T O T A L 13.82 5.08

( ` In Lakhs)

13 LONG TERM LOANS AND ADVANCES As at 31stMarch, 2015


Unsecured considered good

Capital advances 0.01 0.25

Income tax 186.93 213.71

VAT receivable 2.37 -

Custom-duty receivable 127.23 118.26

Balances with Excise 240.18 116.60

Security deposits 24.89 56.61

T O T A L 581.60 505.43

( ` In Lakhs)

14 INVENTORIES As at 31stMarch, 2015


Raw materials 2,177.18 938.81

Work-in-progress 27.24 61.74

Finished goods 2041.91 605.72

Consumables and Loose tools 241.03 224.25

By-Products 11.57 21.46

T O T A L 4,498.93 1,851.98


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( ` InLakhs)

15 TRADE RECEIVABLES As at 31stMarch, 2015


Unsecured, considered good

Less than six months 6,528.74 6,042.28

More than six months 435.94 237.53

T O T A L 6,964.68 6,279.81

( ` InLakhs)

( ` In Lakhs)

16 CASH AND CASH EQUIVALENTS As at 31stMarch, 2015


Cash in hand 25.37 27.62

Balances with banks in current accounts (26.73) (27.36)

Cheques, drafts on hands - -

Term deposits with banks (original maturity of more than 12months)

674.47 482.63

T O T A L 767.55 27.62

( ` InLakhs)

17 SHORT TERM LOANS ANDADVANCES



Advance to supplier 54.68 93.93

Advance for expenses 20.73 43.11

T O T A L 75.41 137.04

( ` In Lakhs)

18 OTHER CURRENT ASSETS As at 31stMarch, 2014


Prepaid expenses 4.59 6.00

Interest receivable from term deposits 5.68 18.79

Interest Receivable from debtors 105.30 142.87

Insurance claim receivable 2.07 -

Advance to DMCC 0.61 -

T O T A L 118.25 167.66


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( ` In Lakhs)19 REVENUE FROM OPERATIONS 2014-2015 2013-2014

Sale of Goods 26,246.70 22,746.06

Less: Excise duty 392.84 318.09

T O T A L 25,853.86 22,427.97

( ` In Lakhs)20 OTHER INCOME 2014-2015 2013-2014

Sundry Credit balances written off - 43.24

Rent Receipt 5.22 4.40

Dividend Received 0.02 0.02

Profit on sale of Assets 0.02 -

Conversion Charges 3.35 -

Commission on Consignment Sale 0.13 -

Insurance Claim for Goods 7.02 8.27

T O T A L 55.93 55.93

( ` In Lakhs)21 COST OF MATERIALS CONSUMED 2014-2015 2013-2014

Opening Stock

Aluminium Scrap 909.27 753.18

Aluminium Ingot - 14.67

Magnesium 1.72 1.25

Silicon Metal 1.33 2.38

Add : Purchases

Aluminium Scrap 11,869.20 10,560.66


Copper Scrap 46.56 -

Manganese Metal Flakes 0.30 -

Magnesium Metal Ingot - 9.67

Nickel Scrap 0.84 -

Silicon Metal 56.94 -

Less : Closing Stock

Aluminium Scrap 2160.86 909.27


Copper Scrap 7.05 -

Manganese Metal Flakes 0.20 -

Magnesium Metal Ingot 0.24 1.72

Nickel Scrap 0.84 -

Silicon Metal 7.99 1.33

T O T A L 10,708.98 10,851.91


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( ` In Lakhs)

22 CHANGES IN INVENTORIES OF FINISHED GOODS,TRADED GOODS AND WORK-IN-PROGRESS

2014-2015 2013-2014

Closing Stock

Work-in-progress

Aluminium Billets 23.30 59.35

Re-finished Scrap 3.94 2.40

Finished goods

Aluminium Section 1,652.28 487.48

Aluminium Ingot 99.19 1.48

Aluminium Alloys Ingot 25.07 75.14

Aluminium Shots 5.47 2.01

Aluminium Circle 9.69 -

Aluminium Coil 101.47 -

Aluminium Rod 24.13 -

Aluminium Sheet 10.46 -

Aluminium Sheet/ Coil 20.62 -

Aluminiun Wire 35.66 -

Aluminiun Wire Road 5.86 6.08

Titanium Scrap - 8.90

M.S.Scrap - 30.70

Other scrap 11.57 21.46

2,080.71 688.92

Opening Stock

Work-in-progress

Aluminium Billets 59.35 58.19

Re-finished Scrap 2.40 0.58

Finished goods

Aluminium Section 487.48 166.28

Aluminium Ingot 27.97 43.95

Aluminium Alloys Ingot 75.14 -

Aluminium Shots 2.01 6.62

Titanium Scrap 8.91 3.57

Aluminiun Electrical Cable Scrap - 10.72

M.S.Scrap 30.69 -

Other scrap 21.46 6.08

715.41 295.99

T O T A L (1,365.30) (392.93)


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( ` In Lakhs)

23 EMPLOYEE BENEFITEXPENSES

2014-2015 2013-2014

Salaries, wages and bonus105.30

110.92

Contribution to provident and other funds 5.42 2.94

Staff welfare expenses 3.18 5.40

T O T A L 113.90 120.18

( ` In Lakhs)

24 FINANCE COSTS 2014-2015 2013-2014

Interest expenses 447.76297.10

Bank charges 192.19124.09

Net loss on foreign currency transactions/ translations 94.91 110.41

T O T A L 734.86609.05

Interest income has been shown as deduction from interest paid for loans in statement of profit and loss for properpresentation.


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( ` In Lakhs)25 OTHER EXPENSES 2014-2015 2013-2014

Consumption of stores and spare parts 185.00 99.23

Job Work Charges Paid 0.39 2.77

Miscellaneous expenses 1.02 0.30

Power and fuel 411.15 443.82

Repairs to machinery 34.21 33.29

Transport charges 386.84 289.99

Excise Duty 18.12 1.38

Advertisement 1.10 7.66

Brokerage and commission 14.55 22.43

Freight outward 106.55 72.09

Packing and forwarding exp 15.85 10.90

Insurance 21.03 13.45

Rent 10.75 9.72

Rates and taxes (excluding taxes on income) 8.69 5.70

Accounting charges 4.44 9.24

Bad Debts 66.67 294.13

Auditors remuneration 2.00 1.50

Director's sitting fees 0.67 0.38

Conveyance expenses 0.81 0.71

Loss of Sale of Assets - 0.40

Donation 0.09 0.27

Discount 0.78 0.21

Electricity expenses 1.76 1.30

Foreign exchange fluctuation loss 33.34 62.78

Legal and Professional fees 11.19 9.90

Motor vehicle expenses 2.40 3.96

Office expenses 0.86 1.59

Other repairs 4.51 5.71

Postage and courier charges 0.72 0.62

Security Charges 5.64 5.64

Printing and stationery 1.63 1.79

Sales tax 4.99 10.93

Telephone charges 3.48 4.48

Travelling expenses 3.97 5.94

T O T A L 1,365.20 1,434.21


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( ` In Lakhs)

26 EARNINGS PER SHARE 2014-2015 2013-2014

Profit for the period attributable to Equity Shareholder 374.51 353.64

No of weighted average equity shares outstanding during 18,516,640.00 18,516,640.00

the year (in no.'s)

Nominal Value of Equity Share (In ` ) 10.00 10.00

Basic and Diluted Earning Per Share 2.02 1.91

27. Contingent liabilities (to the extent not provided for):Claims against the Company not acknowledged as debts: (` In Lakhs)

S.No.

Particulars As on31.03.2015

As on31.03.2014

1 Gujarat commercial tax which is being contested by Company. - 9.46

2 Central Excise Duty, which is being contested by the company 2.00 2.00

28. Disclosure pursuant to Accounting Standard – 15 “Employee Benefits”

a) The Company has made a provision for the employee benefits in accordance with the Accounting Standard (AS) 15“Employee Benefits”. Defined contribution plans:

(` in Lakhs)S. No. Particulars 2014-2015 2013-2014

1 Employer's contribution to provident fund 3.95 2.43

2 Employer's contribution to employee state insurance 1.44 1.22

b) Defined benefit plans:The employee gratuity is a defined benefit plan. The present value of the obligation is based on actuarialvaluation usingprojected unit credit method

(` in Lakhs)S.No. Particulars Gratuity

(Funded & Un-funded) 2014-15

Gratuity(Funded & Un-

funded) 2013-14

i) Changes in the Present value of obligationsOpening defined benefit obligation on 1-4-2014 15.27 15.36

Service cost for the year 2.04 2.45

Interest cost for the year 1.22 1.38Actuarial losses (gains) (0.74) (3.91)

Benefits paid NIL NIL

Closing defined benefit obligation on 31-3-2015 (17.79) (15.27)

ii) Actuarial gain/ (loss) recognizedDefined benefit obligation 17.79 15.27

Plan assets 5.66 4.75

Surplus / (deficit) (12.13) (10.52)


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iii) Amount recognized in the balance Sheet

Present value of funded obligations 5.66 4.75

Fair value of plan assets 5.66 4.75Present value of unfunded obligations 12.13 10.52

Unrecognized past service cost NIL NILNet liability 12.13 10.52Amounts in the balance sheet:Liabilities 17.79 15.27

Assets 5.66 4.75Net liability 12.13 10.52

iv) Amount recognized in statement of profit & loss

Current service cost 2.04 2.45

Interest on obligation 1.22 1.38

Expected return on plan assets (0.44) (0.38)

Net actuarial losses (gains) recognized in the year (0.71) (3.90)

Past service cost NIL NIL

Losses (gains) on curtailments and settlement NIL NIL

Expense recognized in statement of profit & loss 2.10 (0.45)

v) Actuarial assumptionsMortality Rate

Indian Assured LivesMortality(2006-08)

Ult

Indian AssuredLives

Mortality(2006-08)Ult

Discount rate as on 31-3-2015 8.00% 9.00%

Annual increase in Salary costs 7.00% 7.00%

The estimates of future salary increase considered in actuarial valuation take account of inflation, seniority, promotion and otherrelevant factors such as supply and demand in the employment market.

29. Auditors remuneration includes :(` In Lakhs)


Statutory audit fees 1.40 1.05

Tax audit fees 0.40 0.30

Other matters 0.20 0.15

30.Related parties with whom transactions done during the year :

Key management personnel & relativesa) Sunderlal Bothrab) Narendra Kumar Bothrac) Kishanlal Bothrad) Sardarmal C.Suthare) Ashok Suranaf) Nirmal Daga


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g) Sanjay Deokarh) Kavindra Kumar Chhajeri) Sunderlal Bothra (HUF)j) Manju S. Bothrak) Krishna BandhuDeokarl) Dimple K. Bothram) Madhu N. Bothran) Sayerdevi Bothrao) Bothra Print & Pack

31. Transactions with related parties(` in Lakhs)

Name Relationship Nature oftransaction

Amount oftransaction in

2014-2015

Amountoutstanding as at

31.03.15(payable)/receivable

Amount oftransaction in

2013-2014

Amountoutstanding

as at 31.03.14(payable)/receivable

SunderlalBothra

ManagingDirector

Directorremuneration

12.00 - 12.00 -

Loan repayment 36.70 - 26.00 -

Loan received 57.15 (28.95) 31.74 (8.50)

Sardarmal C.Suthar

Director Directorremuneration

6.00 - 6.00 -

Loan repayment - - 42.00 -

Loan received - (62.00) 104.00 (62.00)

NarendraKumarBothra


6.00 - 6.00 -

Loan repayment 14.20-

15.30-

Loan received 2.50-

14.20 (11.70)KishanlalBothra


6.00 - 6.00 -


Loan received - - 23.30 (7.30)

SanjayDeokar

Director Rent Paid 1.20 - 1.20 -

Loan received - (29.50) - (29.50)

Director’s sittingfees

0.06 - - -

AshokSurana

Director Director’s sittingfees

0.22 - 0.20 -

NirmalDaga


0.06 - 0.06 -

KavindraKumarChhajer


0.16 - 0.12 -


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Manju SBothra

Relative ofDirector

Rent Paid 5.40 - 5.40 -


Loan received - - 14.00 -

SunderlalBothra HUF

HUF ofDirector


Loan received 2.00 - 10.00 (1.50)

KrishnaBanduDeokar

Relative ofDirector

Loan repayment 11.80 - -

Loan received - - - (10.00)

Interest on loan 0.60 - 1.20 -Dimple K.Bothra

Relative ofDirector


Madhu N.Bothra

Relative ofDirector

Loan Receipt - - 3.00 -

Loan repayment 3.00 - - (3.00)SayardeviBothra

Relative ofDirector

Loan Receipt - - 5.00 -

Loan repayment 5.00 - - (5.00)

BothraPrint &Pack

Relative ofDirector

Purchase 1.02 - 2.10 -

32.Segment information: The Company operates in one segment namely aluminium based products.

33.C.I.F. Value of imports, expenditure and earnings in foreign currency

(` In Lakhs)Particulars Current Year

2014-2015Previous Year

2013-2014A. CIF value of imports

i) Raw materialii) Traded goods

2060.913784.69

1537.993090.46

TOTAL 5845.60 4628.45

B. Expenditure in Foreign Currencyi) Interest 25.08 26.77

C. Earnings in Foreign Currencyi) F.O.B. value of exports - -


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34.Imported and indigenous material and stores and spares consumed

i. Material consumed(` In Lakhs)

Particulars Current Year2014-2015

Previous Year2013-2014

Amount Percentage Amount Percentage

Imported 4760.20 44.45% 4628.45 42.65%

Indigenous 5948.78 55.55% 6223.46 57.35%

TOTAL 10708.98 100.00% 10851.91 100.00%

ii. Stores and spares consumed(` In Lakhs)

Particulars Current Year2014-2015

Previous Year2013-2014

Amount Percentage Amount Percentage

Imported - - - -

Indigenous 185.00 100.00% 99.23 100.00%

TOTAL 185.00 100.00% 99.23 100.00%

35.Disclosure of foreign currency exposure

i) Particulars of unhedged foreign currency liability as on balance sheet dateParticulars Currency Amount in Foreign Currency

(US$ In Lakhs)Amount

(` In Lakhs)

Trade payablesLoans (Buyer’s Credit)

US Dollar (US$)US Dollar (US$)

4.0230.90

251.651934.35

ii) Particulars of hedged foreign currency liability as on balance sheet dateParticulars Currency Amount in Foreign Currency

(US$ In Lakhs)Amount

(` In Lakhs)

Loans (Buyer’s Credit) US Dollar (US$) 0.00 0.00


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36. Figures for the previous year have been regrouped / reclassified / reinstated, wherever considered necessary.

As per our report attached For and on behalf of the Board

For R. T. Jain & Co.Chartered AccountantsFirm Regn No.103961W Sunderlal Bothra Sardarmal Suthar

Managing Director Director

Bankim JainPartnerMEM No.139447

Kishanlal Bothra Kuldeep BothraChief Financial Officer Company Secretary

Mumbai 30th May, 2015


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BOTHRA METALS AND ALLOYS LIMITEDCIN: L27100MH2001PLC133926

Registered Office: Office No 6A, Ground Floor, 5, Assembly Lane, Dadi Seth Agyari Lane,Kalbadevi Road, Mumbai 400 002 Maharashtra

E-mail ID : [email protected] Website : bothrametals.com

PROXY FORM

Pursuant to Section 105(6) of the Companies Act,2013 and Rule 19(3) of the Companies (Management and Administration) Rules,2014

14th Annual General Meeting: 30th September, 2015

Name of member (s):Registered Address:E-mail Id:Folio No/DP ID Client ID:

I/We, being the member(s) of _________________ equityshares of Bothra Metals & Alloys Ltd. hereby appoint2. Name :____________________ E-mail Id:_________________

Address:________________________ Signature: _______________ or failing him/her3. Name :____________________ E-mail Id:_________________

Address:________________________ Signature: _______________ or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 14th Annual General Meeting of the Companyto to be held on Wednesday 30thSeptember,2015 at Registered Office of the Company at 11.00 A.M. and at any adjournmentthereof in respect of such resolutions as indicated below:

ORDINARY BUSINESS1 Adoption of Financial Statements for the year ended 31st March,2015 and Director's Report and Auditor's Report thereon2 Declare Dividend for F.Y. 2014-20153 Re-appointment of Mr.Narendra Kr Bothra,as Director who retires by rotation4 Appointment of M/s S.Chartered Accountants, as Statutory Auditors and fixing their remuneartion

SPECIAL BUSINESS

5 Appointment of Mr.Vinod Sohanlal Chordia as an Independent6 Appointment of Miss.Nikita Sand as an Independent Director7 Ratification of remuneration payable to M/s VinayKant Pareek & Co.Cost Accountant,as Cost Auditor for F.Y.2015-16

8 Adaption of New Set of Articles due to replacement of Companies Act 1956 with Companies Act,2013

Signed this _____ day of _______ 2015,

Signature of Share holder__________________ Signature of Proxy holder__________________

Notes:1.This form of proxy, in order to effective, should be duly completed and deposited at the Registered Office of the

Company not less than 48 hours before the commencement of the Meeting

2. For Explanatory Statement and Notes, please refer to the Notice of 14th AGM

3. Please complete all the details including the details of Member(s) before submission


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BOTHRA METALS AND ALLOYS LIMITEDCIN: L27100MH2001PLC133926

Registered Office: Office No 6A, Ground Floor, 5, Assembly Lane, Dadi Seth Agyari Lane,Kalbadevi Road, Mumbai 400 002 Maharashtra

E-mail ID : [email protected] Website : bothrametals.com

ATTENDANCE SLIP

Registered Folio No./DP ID & Client ID:

Name and address of the Shareholder(s):

Joint Holder 1:

Joint Holder 2:

I hereby record my presence at the 14th Annual General Meeting of Company to be held the RegisteredOffice on Wednesday, 30th September, 2015 at 11.00 A.M.

_______________________ _____________________________ __________________________Member’s Signature Proxy’s name Proxy’s Signature

NOTES:1. Shareholders attending the Meeting in person or by proxy are requested to complete the attendance slip

and hand it over at the entrance of the meeting venue.2. Proxies/ Authorised representeatives must carry thir photo identity proof to the AGM Vanue and shall

produced at the attendance varification

If undelivered please return to:

CIN:L27100MH2001PLC133926

Bothra Metals & Alloys LtdOffice No. 6A, Ground Floor, Bothra House, 5, Assembly Lane, Dadi Seth Agyari Lane,

Kalbadevi Road, Mumbai ‐ 400 002 Tel No: 022‐67472762/63 • www.bothrametals.com

Documents

Bothra Metals & Alloys Ltd - Bombay Stock Exchange Metals & Alloys Ltd ANNUAL REPORT 2014-15 P a g e | 2 CORPORATE INFORMATION : Board of Directors Chairman Non Executive Director