To,
The Members of
Bharat Wire Ropes Limited
Dear Members,
The Directors of your Company are pleased to present the 37th Annual Report on the
business and operations of the Company and the Audited Financial Statements for the
Financial Year ("F.Y.") ended 31st March, 2023.
1. COMPANY'S FINANCIAL PERFORMANCE
The performance of the Company is summarized below:
(Amount in Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income from Business |
|
|
|
|
|
58,906.45 |
41,067.90 |
58,906.45 |
41,067.90 |
Operations |
|
|
|
|
Other income |
66.93 |
58.04 |
66.93 |
58.04 |
Total Revenue |
58,973.38 |
41,125.94 |
58,973.38 |
41,125.94 |
Profit before Interest |
|
|
|
|
|
13,948.60 |
62,75.94 |
13,948.60 |
6,275.94 |
Depreciation and Taxes |
|
|
|
|
Less: Interest |
2,219.89 |
2,339.03 |
2,219.89 |
2,339.03 |
Less: Depreciation |
2,065.68 |
2,144.12 |
2,065.68 |
2,144.12 |
Profit before Share of |
|
|
|
|
|
- |
- |
9,663.03 |
1,792.79 |
Loss of Associates |
|
|
|
|
Share of loss in Associates |
- |
- |
(2.29) |
- |
Profit / (Loss) before Tax |
9,663.03 |
1,792.79 |
9,660.74 |
1,792.79 |
Less: Extra-ordinary Item |
|
|
|
|
|
Nil |
Nil |
Nil |
Nil |
(Goodwill Written Off) |
|
|
|
|
Less: Current Income Tax |
Nil |
Nil |
Nil |
Nil |
Less: Current tax relating |
|
|
|
|
|
55.58 |
(16.61) |
55.58 |
(16.61) |
to earlier period/years |
|
|
|
|
Less: Deferred Tax |
3,382.29 |
442.85 |
3,381.71 |
442.85 |
Profit / (Loss) after Tax |
6,225.16 |
1,366.54 |
6,223.44 |
1,366.54 |
Other Comprehensive |
|
|
|
|
Income / (Expenses) for the Year, Net of Tax |
189.21 |
(18.52) |
189.16 |
(18.52) |
Total Comprehensive |
|
|
|
|
Income for the Year, Net of Tax |
6,414.37 |
1,348.02 |
6,412.60 |
1,348.02 |
Note: Previous year's figures have been regrouped/ reclassified wherever necessary to
correspond with the current year's classification / disclosure.
2. HIGHLIGHTS OF THE FINANCIAL SUMMARY
The Consolidated and Standalone Financial Statements of the Company for the year ended
March 31, 2023 have been prepared in accordance with Indian Accounting Standards (IND-AS),
the relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter
referred to as "the Act"), Regulation 33 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing
Regulations"), which have been reviewed by the Statutory Auditors.
The total revenue of the Company for F.Y. 2022-2023 stood at Rs. 58,973.38 Lakhs. The
Company incurred a profit after tax of Rs. 6,225.16 Lakhs for F.Y. 2022-23, as compared to
profit of Rs. 1,366.54 Lakhs in the previous year.
Consolidated Performance
The total consolidated revenue of the Company for F.Y. 2022-23 stood at Rs. 58,973.38
Lakhs. The company shared the losses of Rs.2.29 Lakhs of associate company- MITCON Solar
Alliance Limited and incurred a consolidated profit after tax of Rs. 6,223.44 Lakhs for
F.Y. 2022-23.
Revenue from operations grew 43.44 % y-o-y to Rs. 58,906.45 lakhs, as compared to Rs.
41,067.90 lakhs in previous year.
3. DIVIDEND
Due to inadequate profit, your Directors do not recommend any dividend for FY-2022-23
In terms of Regulation 43A of the SEBI Listing Regulations, the Board of the Company
has adopted a Dividend Distribution Policy, which can be accessed on the website of the
Company at https://www.bharatwireropes.com/assets/document/pd f/832-1682510659.pdf
4. RESERVES AND SURPLUS
The Board of Directors has decided to plough back the entire amount of profit in the
business. Accordingly, the Company has not transferred any amount to the 'Reserves' for
the year ended 31st March, 2023. The closing debit balance of the retained earnings of the
Company for F.Y. 2023, after all appropriation and adjustments was Rs.3,083.19 lakhs.
5. SHARE CAPITAL
Increase in Authorised Share Capital
During the financial year 2022-23, the Company vide special resolution passed in
Extra-Ordinary General Meeting held on 20th October, 2022 had increased the authorized
share capital from Rs. 65,50,00,000/- divided into 6,54,60,000 Equity Shares of Rs. 10/-
each and 40,000 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- each to Rs.
85,00,00,000 (Rupees Eighty-Five Crore Only) divided into 8,49,60,000 (Eight Crore
Forty-Nine Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and
40,000 (Forty Thousand) Compulsorily Convertible Preference Shares of Rs. 10/- (Rupees Ten
Only) each by creation of additional 1,95,00,000 (One Crore Ninety Five Lakhs) Equity
Shares of Rs.10 each.
Increase in Paid up Equity Share Capital
Allotment of 6,79,250 (Six Lakhs Seventy-Nine Thousand Two Hundred and Fifty)
equity shares of
Rs.10 each to eligible employees under BWRL ESOP Scheme 2017 in the below given manner
during the financial year under review:
Date of allotment |
No. of Equity Shares allotted |
15th June, 2022 |
2,82,125 |
01st August, 2022 |
1,19,500 |
24th August, 2022 |
1,47,500 |
06th October, 2022 |
50,000 |
21st March, 2023 |
80,125 |
Total |
6,79,250 |
Allotment of 33,88,270 (Thirty Three Lakhs Eighty-Eight Thousand Two Hundred and
Seventy) equity shares of Rs.10 each to Gyanshankar Investment & Trading Company
Private Limited, promoter group at price of Rs.125/- (including premium of Rs.115/-) per
share for cash consideration on 25th March, 2023 on preferential basis vide special
resolution passed by shareholders at Extra-Ordinary General Meeting held on 20th October,
2022
As on 31st March, 2023, the paid up share capital of the Company was Rs.67,93,57,390/-
divided into 6,78,97,473 equity shares of Rs.10/- each and 38,266 0.01% Compulsorily
Convertible Preference Shares of Rs.10/- each.
As on 31st March, 2023 the listing approval was pending for ESOP Allotment made on 21st
March, 2023 and preferential allotment made on 25th March, 2023. The listing approval for
allotment of shares under ESOP Scheme was received on 10th April, 2023.
6. LISTING WITH STOCK EXCHANGES AND DEPOSITORY SERVICES
Your Company's equity shares are listed on The BSE Limited and National Stock Exchange
of India Limited. Further, the Company's Equity Shares have been admitted to the
depository mechanism of the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). As a result, the investors have an option to
hold the shares of the Company in a dematerialized form in either of the two Depositories.
7. HUMAN RESOURCE
A Company's continued success depends on the ability to attract, develop and retain the
best talent at every level. The Company's Human Resource (HR) Management practices are
deep rooted in ensuring a fair and reasonable process for all- round development of its
talent. The Company strives to maintain a skilled and dedicated workforce, representing
diverse experiences and viewpoints. The Company's HR Policy is focused on supporting
employee's well-being.
The Company finds it imperative to follow policies and regulations that produce an
unbiased work and safe work environment.
8. CREDIT RATINGS
The Company has not issued any debt instruments and does not have any fixed deposit
programme or any scheme or proposal involving mobilization of funds in India or abroad
during the financial year ended 31st March, 2023.
The Company has been awarded credit rating by Acuite Ratings & Research Limited on
20th April, 2022 i.e.
'ACUITE BBB -' (read as ACUITE triple B, minus, Outlook: Stable) for
long-term facilities and 'ACUITE A3' (read as ACUITE A three) for short-term
facilities, to the Company. The Company has also been awarded credit rating by CARE
Ratings Limited on 25th April, 2022 i.e. 'CARE BBB-; Stable ' (read as
CARE Triple B Minus; Outlook: Stable) for long-term facilities and 'CARE A3'
(read as CARE A three) for short-term facilities, to the Company.
9. DETAILS OF SUBSIDIARIES, ASSOCIATES and JOINT VENTURES
During the year under review, the Company had entered into Power Supply Agreement with
MITCON Solar Alliance Limited ("MSAL") for purchasing Solar Power and in order
to comply with regulatory requirements for captive power consumption under Indian
Electricity laws, the Company acquired 26.72% stake in MSAL as per the terms of the Share
Purchase and Shareholders' Agreement entered by the Company with MSAL. As a result of the
acquisition, MSAL became an Associate of the Company.
The Statement containing salient features of the financial statement of MSAL in Form
AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is provided as Annexure I.
Apart from the above, the Company does not have any other associates or subsidiaries
nor has entered into any Joint Venture.
10. MEETIGS OF THE BOARD
During the period under review, the Board of Directors met 6 (Six) times viz. on 19th
May, 2022, 02nd August, 2022, 23rd September, 2022, 20th October, 2022, 24th January, 2023
and 25th March, 2023. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The details of
the meetings of the board of directors of the company convened during the financial year,
the attendance of the members there at and other requisite details are given in the
Corporate Governance Report which forms part of thisAnnual Report.
11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL's (KMP's)
The lists of Director's & KMP's of the Company as on
31st March, 2023 are as follows:
Sr. No. |
Name |
Designation |
1 |
Mr. Murarilal Ramsukh Mittal |
|
(DIN: 00010689) |
Managing Director |
|
Mr. Mayank Mittal |
|
2 |
(DIN: 00127248) |
Joint Managing Director |
3 |
Mr. Venkateswararao Laxmanamurty Kandikuppa |
|
|
(DIN: 06456698) |
Whole-Time Director |
|
Mr. Sushil Sharda |
|
4 |
(DIN: 03117481) |
Whole-Time Director |
|
Mr. Sanjiv Swarup |
|
5 |
(DIN: 00132716) |
Independent Director |
|
Mr. Shivkumar Ramkishan Malu |
|
6 |
(DIN: 05345172) |
Independent Director |
|
Mr. Dinesh Kumar Jain |
Independent Director |
7 |
(DIN: 06807650) |
(upto 25th April, 2023) |
|
Ms. Ruhi Mittal |
|
8 |
(DIN: 07159227) |
Non-Executive Director |
|
Mr. Mahender Singh Arora |
|
9 |
(PAN: AABPA9704C) |
Chief Executive Officer |
|
Mr. Rakesh Kumar Jain |
|
10 |
(PAN: ABBPJ5834H) |
Chief Financial Officer |
|
Mr. Govinda Soni |
Company Secretary & |
11 |
(PAN: CCFPS0647Q) |
Compliance Officer |
Following changes took place in composition of Board and Key Managerial Personnel's:
Mr. Sushil Sharda (DIN: 03117481), who was appointed by the Board as an
Additional Director under the category of Whole Time Director with effect from 19th May,
2022, was appointed as a Whole Time Director of the Company at the 36th AGM held on 10th
August, 2022.
Mr. Shivkumar Ramkishan Malu (DIN: 05345172), who was appointed by the
Board as an Additional Director under the category of Non-Executive Independent Director
with effect from 19th May, 2022, was appointed as Non-Executive Independent Director of
the Company at the 36th AGM held on 10th August, 2022 for a second term of five years
commencing from 19th May, 2022 upto 18th May, 2027.
Mr. Dinesh Kumar Jain (DIN: 06807650) resigned from the post of
Independent Director w.e.f. 25th April, 2023, due to preoccupation and other professional
commitments. Further, Mr. Jain has confirmed in the aforesaid resignation letter that
there are no other material reasons for his resignation.
The Board had, on recommendation of the Nomination and Remuneration Committee
(NRC), at its meeting held on 25th April, 2023 re-appointed
Mr. Sanjiv Swarup (DIN: 00132716) as Non-Executive Independent Director of the
company for second term of five years commencing from 28th April, 2023 upto 27th April,
2028 subject to the approval of members at ensuing Annual General Meeting. Further, the
Board has recommended the same to members at ensuing Annual General Meeting.
The Board had, on recommendation of the Nomination and Remuneration Committee
(NRC), at its meeting held on 25th April, 2023, appointed
Mr. Subhash Chander Kalia (DIN: 00075644) as an Additional Director (Non
Executive Independent Category) of the Company with effect from 25th April, 2023
till 24th April, 2028, who will hold office up to the date of the 37th Annual General
meeting and the Board has recommended his appointment to the members at ensuing Annual
General Meeting.
The Board had, on recommendation of the Nomination and Remuneration Committee
(NRC), at its meeting held on 25th April, 2023, appointed Ms. Anita Shantaram (DIN:
000786517) as an Additional Director (Non Executive Independent Category) of the
Company with effect from 25th April, 2023 till 24th April, 2028, who will hold office up
to the date of the 37th Annual General meeting and the Board has recommended her
appointment to the members at ensuingAnnual General Meeting.
Further, none of the Directors are disqualified for being appointed as the Director of
the Company in terms of section 164 of the Companies Act, 2013.
12. DIRECTOR RETIRING BY ROTATION
Pursuant to provisions of section 152(6) of the Companies Act, 2013 (the
"Act") and in terms of the Memorandum and Articles of Association of the
Company, Ms. Ruhi Mittal (DIN: 07159227), Non-Executive Non-Independent Director, is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered herself for re-appointment. The reappointment is being placed for members'
approval at the 37th Annual General Meeting. The Members of the Company may wish to refer
to the accompanying notice of the 37thAnnual General Meeting of the Company, for a brief
profile of the Director.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company after due assessment took on record the necessary declarations received
from each of the Independent Directors under Section 149(7) of the Companies Act, 2013,
that they meet the criteria of Independence laid down in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation
25(8) of the Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties. Further, all the
independent directors on the Board of the Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Gurgaon ("IICA") as notified by the Central
Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo
online proficiency self-assessment test within the time prescribed by the IICA. The Board
after taking these declarations/ disclosures on record and acknowledging the veracity of
the same, is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience, expertise, hold highest standards of integrity and
are Independent of the Management of the Company. The terms and conditions of appointment
of Independent Directors are available on the website of the Company at
https://www.bharatwireropes.com
14. COMMITTEES OF BOARD
The Board has established following Committees in compliance with the requirements of
the business and relevant provisions of applicable laws and statutes:
Audit Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Finance Committee
Fund Raising Committee
The Committees constituted by the Board focuses on specific areas and take informed
decisions within the framework of delegated authority, and make specific recommendations
to the Board on matters within their areas or purview. The decisions and recommendations
of the Committees and minutes of meeting of committee are placed before the Board for
information and/or for approval, as required. During the year under review, all
recommendations received from its committees were accepted by the Board.
The details pertaining to the composition of the various Committees of Board and
details of their meeting held are included in the Corporate Governance Report, which is a
part of this report.
15. POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL's AND SENIOR MANAGEMENT EMPLOYEES
Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration
Policy for determining director attributes and remuneration of Directors, Key Managerial
Personnel's and Senior Management Employees. The Board Diversity and Remuneration Policy,
has been framed to encourage diversity of thought, experience, knowledge, perspective, age
and gender in the Board and to ensure that the level and composition of the remuneration
of Directors, Key Managerial Personnel's and all other employees are reasonable and
sufficient to attract, retain and motivate them to successfully run the Company. The said
Policy is available on the website of the Company and can be accessed at the web link:
www.bharatwireropes.com.
16. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, the Board of Directors has carried out an Annual Evaluation of its own
performance, Board Committees, Individual
Directors, Chairperson and the CEO / Managing Director etc., for the year under review.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual Directors including the Non-Executive Chairman and the Managing Director/CEO,
their personal performance carried out using a peer review process, participation,
contribution and offering guidance and understanding of the areas which were relevant to
them in their capacity and was assessed on selected parameters related to roles,
responsibilities and obligations of the Board and functioning of the Committees including
assessing the quality, quantity and timeliness of flow of information between the
Company's Management and the Board which is necessary for the Board to effectively and
reasonably perform their duties.
In a separate meeting of the Independent Directors held on 20th October, 2022,
performance of Non-Independent Directors, performance of the Board as a whole and
performance of the Chairman were also evaluated, taking into account the views of
Executive Directors and Non- Executive Directors. The Directors were asked to provide
their valuable feedback and suggestions about the overall functioning of the Board and its
Committees and its areas of improvement for a higher degree of engagement with the
Management.
The Board expressed its satisfaction with the evaluation results, which reflects the
high degree of engagement of the Board and its Committees with the Company and its
Management. Based on the outcome of the evaluation and assessment cum feedback of the
Directors, the Board and the Management have also agreed on some action points, which will
be implemented over an agreed period.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, 2015, the Familiarization programme for Independent Directors, which also
extends to other Non-Executive Directors aims to familiarize them with the Company, nature
of the industry, business model, processes & policies, compliances etc., and seeks to
update them on the roles, responsibilities, rights and duties under the Companies Act,
2013 and the SEBI Listing Regulations and other applicable statutes. The details of the
induction and familiarization programme for the Directors are given in the Corporate
Governance Report, which forms part of the Annual Report.
18. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below.
The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the Financial Year 2022-2023:
Name of Directors |
Ratio to the Median Remuneration |
|
N.A. (as they have only received sitting fees for attending meetings of
the |
Non-Executive Directors |
Board and its Committees during the Financial year 2022-23) |
Executive Directors Mr. Murarilal Mittal |
34.73 times |
(Managing Director) Mr. Mayank Mittal |
30.20 times |
(Jt. Managing Director) Mr. Sushil Sharda |
16.31 times |
(Whole-Time Director)* Mr. Venkateswararao Kandikuppa |
13.59 times |
(Whole-Time Director) |
|
th
* Appointed w.e.f. 19 May, 2022
i. The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the
financial year.
Directors, Chief Financial Officer and Company Secretary |
% increase in Remuneration in the financial year |
Non-Executive Directors |
N.A. (as they have only received sitting fees for attending meetings of
the Board and its Committees during the Financial year 2022-2023) |
Mr. Murarilal Mittal (Managing Director) |
43.75 |
Mr. Mayank Mittal (Jt. Managing Director) |
33.33 |
Mr. Sushil Sharda (Whole-Time Director)* |
12.50 |
Mr. Venkateswararao Kandikuppa (Whole-Time Director) |
07.14 |
Mr. Mahender Singh Arora (Chief Executive Officer) |
12.00 |
Mr. Rakesh Kumar Jain (Chief Financial Officer) |
10.00 |
Mr. Govinda Soni (Company Secretary & Compliance Officer) |
12.80 |
th
* Appointed w.e.f. 19 May, 2022
ii. The percentage increase in the median remuneration of employees in the financial
year:
2022-2023 2021-2022 % Increase/ Particulars (Rs.) (Rs.) Decrease Median Remuneration of
3,31,104 3,40,228 (2.68) all employees per annum iii. The number of permanent
employees on rolls of the Company:
There were 504 (Five hundred and Four) permanent employees (includes permanent workers)
as on 31st March, 2023.
iv. Average percentile increase/decrease already made in the salaries of employees
other than the managerial personnel in the last financial year and its comparison with the
percentile increase/decrease in the managerial remuneration and justification thereof and
point out if there any exceptional circumstances for increase/decrease in the managerial
remuneration:
The average increase in the salaries of employees excluding Managerial Personnel during
Financial Year 2022-23 was 13.64%. The average increase in the salaries of
Managerial Personnel during Financial Year 2022-23 was 24.05%.
v. The key parameters for any variable component of remuneration availed by the
Directors:
There is no variable component of remuneration availed by or paid to directors during
the year.
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per remuneration policy of the Company.
Further, the details required under section 134 (3) (q) of the Companies Act, 2013 read
with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given as Annexure II to this report.
19. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section
143 (12) of the Act and Rules framed thereunder, either to the Company or to the Central
Government.
20. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitment affecting financial position of the
Company which has occurred between the end of the financial year of the Company i.e. 31st
March, 2023 and the date of this Report.
21. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as
on 31st March, 2023 is available on the Company's website i.e. www.bharatwireropes.com
22. CORPORATE GOVERNANCE
Company has consciously adhered to the best standards of corporate governance long
before they were legally mandated. The Company has devised proper systems to ensure
compliance with all the applicable provisions and that such systems are adequate and
operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate section on Corporate Governance practices followed by the
Company, together with a Certificate from Practicing Company Secretary confirming
compliance, forms an integral part of this Report. A declaration with respect to the
compliance with the Code of Conduct duly signed by the Chief Executive Officer of the
Company also forms part of this Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e)
of the SEBI Listing Regulations and the same is presented in a separate section forming
part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations / performance
of the Company's various businesses, internal controls and their adequacy, risk management
systems, human resources and other material developments during the financial year
2022-23.
24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, Business
Responsibility and Sustainability Report ("BRSR") covering disclosures on
Company's performance on ESG (Environment, Social and Governance) parameters for FY
2022-23, is provided as a separate section forming part of the Board's Report.
25. SECRETARIAL STANDARDS
The Board of Directors affirms that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Companies Secretaries of India and that such systems are adequate and
operating effectively. The Company has complied with the applicable Secretarial Standards.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, and to the best of their knowledge
and belief and according to the information and explanations obtained by them, your
Directors confirm the following statements:
(a) In the preparation of the annual accounts for the financial year ended March 31,
2023; the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit
and loss of the Company for the year ended on that date;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by the
company and those internal financial controls were adequate and were operating
efficiently; and
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. AUDITORS
Statutory Auditors
M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as Statutory
Auditors of the Company, at the 34th Annual General Meeting held on September 15, 2020,
for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34th
Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company
to be held in the financial year 2025.
Further, the aforesaid Statutory Auditors have confirmed that they are not disqualified
to act as Auditors and are eligible to hold office as Auditors of your Company for
financial year 2023-24.
Further, the report of the Statutory Auditors along with the notes to accounts is
enclosed with the Financial Statements. The Auditors have issued an unmodified opinion on
the Financial Statements for the financial year ended 31st March, 2023. The Auditors of
the Company have not reported any fraud as specified under Section 143(12) of the
CompaniesAct, 2013.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed
M/s. Mihen Halani & Associates, Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year ended 31st March, 2023. The report
of the Secretarial Auditor in form MR-3 is annexed to this report as Annexure III. The
comments mentioned in the Secretarial Audit Report is Self-Explanatory.
Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial
Auditor has issued the "Annual Secretarial Compliance Report" for the year ended
31st March, 2023, and the same was submitted to the stock exchanges in time.
Further, pursuant to provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the
Company at its meeting held on 25th April, 2023, has re-appointed M/s. Mihen Halani &
Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the
Company for the financial year 2023-24.
Cost Auditors:
Pursuant to Section 148(1) of the Act, the Company is required to maintain cost records
as specified by the Central Government and accordingly such accounts and records are made
and maintained. Further, pursuant to Section 148(2) of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required
to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board, at
its meeting held on 25th April, 2023 has, on the recommendation of the Audit
Committee, appointed M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No.
100106), to conduct the audit of the cost accounting records of the Company for FY 2023-
24 at a remuneration of Rs. 1,25,000 /- plus taxes as applicable and out-of-pocket
expenses. The remuneration is subject to the ratification of the Members in terms of
Section 148 of the Act, read with Rule 14 of the Companies (Audit and Auditors) Rules,
2014 and is accordingly the same is placed before the members at ensuingAnnual General
Meeting for ratification.
Internal Auditor:
During the year under review, M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants (Firm Registration No.: 003990S/S200018), Mumbai was appointed to perform the
duties of internal auditors of the Company for the Financial Year 2022-2023.
The report submitted by the Internal Auditors gets reviewed by the audit committee from
time to time. Further, the Board on recommendation of the Audit Committee at its meeting
held on 25th April, 2023, has re-appointed M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants (Firm Registration No.: 003990S/S200018), as Internal Auditor of the Company
for the financial year 2023-24.
28. BUSINESS RISK MANAGEMENT
Your Company has laid down Risk Management Policy to identify risks inherent in the
business operations of the Company which provides guidelines to define, measure, report,
control and mitigate the identified risks. An enterprise-wide risk management framework is
applied so that effective management of risks can be done. Risk is an integral part of
every employee's job. The Audit Committee and Risk Management Committee play an important
role in evaluation of the risk management systems. The Policy is devised for
identification of elements of risks and procedures for reporting the same to the Board.
The Board reviews the business plan at regular intervals and develops the Risk Management
Strategy which shall encompass laying down guiding principles on proactive planning for
identifying, analyzing and mitigating all the material risks, both external and internal
viz. Environmental, Business, Operational, Financial and others.
29. CORPORATE SOCIAL RESPONSIBILITY
As per the Section 135 of the Companies Act, 2013, the Company is required to form a
Corporate Social Responsibility (CSR) Committee and spend 2% of the average net profits of
the last three financial years on CSR activities during the Financial Year 2022-23.
Accordingly, the Company has constituted a Corporate Social Responsibility (CSR)
Committee in accordance with the provisions of the Act. However, since the company does
not have a positive average net profit for previous three financial years, the Company
currently is under no obligation to contribute any amount towards Corporate Social
Responsibility during the Financial Year 2022-23.
The Annual Report on CSR containing particulars as prescribed under the Companies
(Corporate Social
Responsibility Policy) Rules, 2014 are provided in Annexure IV attached to this Report.
The CSR Policy can be accessed on the Company's website at the link:
www.bharatwireropes.com
30. DEPOSITS
The Company has not accepted any deposits and as such no amount on account of principal
or interest on public deposit under section 73 and 74 of the Act, read together with the
Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the
Balance Sheet.
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of the Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the Notes to the financial statements provided in this
Annual Report.
32. PARTICULARS OF CONTRACTSOR
ARRANGEMENTS WITH PARTIES
All related party transactions entered and executed during the year under review were
in ordinary course of business and on arms' length basis. There were no material contracts
or arrangements or transactions with related parties, therefore Form AOC-2 does not form
part of this report. There were no materially significant Related Party Transactions made
by the Company with Promoters, Directors or Key Managerial Personnel, etc., which may have
potential conflict with the interest of the Company at large. A statement of all Related
Party Transactions is presented before the Audit Committee and Board on a quarterly basis,
specifying the nature, value and terms & conditions of the transactions. The said
transactions were reviewed and approved by the Audit Committee.
Policy on Materiality of and dealing with Related Party Transactions of the Company is
available on the website of the Company and can be accessed at the web link:
www.bharatwireropes.com
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance with Section 177(9) of the Act and Regulation 22 of SEBI Listing
Regulation, the Company has adopted a Whistle Blower Policy. The Audit Committee oversees
the functioning of this policy. The Company's vigil mechanism/ Whistle blower Policy aims
to provide the appropriate platform and protection for Whistle Blowers to report instances
of fraud and mismanagement, if any, to promote reporting of any unethical or improper
practice or violation of the Company's Code of Conduct or complaints regarding accounting,
auditing, internal controls or suspected incidents of violation of applicable laws and
regulations including the Company's code of conduct or ethics policy or Code of Conduct
for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure.
The Vigil Mechanism provides a mechanism for employees of the Company to approach the
Chairman of the Audit Committee of the Company for redressal. Details of the Vigil
Mechanism and Whistleblower policy are covered in the Corporate Governance Report, which
forms part of this Annual Report and are made available on the Company's website at
(www.bharatwireropes.com). During the financial year 2022-23, no cases under this
mechanism were reported to the Company.
34. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN BWR ESOP 2017
The Shareholders of the Company, through Postal ballot dated 11th February, 2017
approved the BWRL Employees Stock Option Plan - 2017 (ESOP Plan), to be implemented with
an objective of enabling the Company to attract and retain talented human resources by
offering them the opportunity to acquire a continuing equity interest in the Company,
which will reflect their efforts in building the growth and the profitability of the
Company.
BWRL ESOP Scheme, 2022
The shareholders vide special resolution passed in their Extra-ordinary general meeting
held on 20th October, 2022 approved BWRL ESOP Scheme 2022 which was formulated by the
Company with an objective to align interests of employees with those of a company and
provide an opportunity to employees to participate in the growth of the Company and to
attract, retain and motivate the best available talent in a competitive environment.
Further, in-principle approval for the New BWRL ESOP Scheme was received from both the
Stock exchanges on 21st March, 2023 for 30,00,000 equity shares of Rs.10 each.
The following changes in the vesting schedule of the BWRL ESOP Scheme 2022 are
recommended and put before the shareholders for their approval vide special resolution at
the ensuing AGM (Refer Point 12 of Notice & Explanatory Statement) of the Company:
|
Percentage of Options |
|
Vested (%) |
Time Period |
Previously approved |
Revised |
After 1 year from the date of Grant |
35% |
30.30% |
After 2 years from the date of Grant |
35% |
33.33% |
After 3 years from the date of Grant |
30% |
36.37% |
Further, The Company shall use the Fair Value method to value its Stock Options in
accordance with the relevant Regulations
The Certificate from the Secretarial Auditors of the Company certifying that the
Company's Stock Option Plans are being implemented in accordance with the ESOP Regulations
and the resolution passed by the Members, would be available for inspection during the
meeting in electronic mode and the same may be accessed upon login to
https://evoting.kfintech.com
Further, the Board hereby confirms that during the year under review there were no
other material changes carried out in both the schemes and same is in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Details as
required as per Part F of Schedule I of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are available on the website of the Company i.e.
www.bharatwireropes.com.
The details of the plan form part of the Notes to accounts (Note no. 44) of the
financial statements in this Annual Report and the BWRL Employees Stock Option Plan
2017 and BWRL ESOP Scheme 2022 are available on the website of the Company i.e.
www.bharatwireropes.com.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the regulators or courts or
tribunals impacting the going concern status of your Company and its future operations.
36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION , FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, Foreign
exchange earnings and outgo as required under Section134 (3) (m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is as under:
(A) Conservation of Energy:
Energy conservation is of paramount importance for BWR. With growing concerns about
climate change and the need for sustainable practices, BWR is increasingly focused on
energy conservation to reduce costs, minimize environmental impact, and enhance overall
operational efficiency. In the past one year we have taken various initiatives to be true
to our environmental commitment
1. Ensure all our motors are using AC current;
2. We have a coverage of 99.98% motors with AC drives;
3. We are also implementing proximity sensors/ temperature sensors to control
electrical peripherals; and
4. We are also under process for installation of solar panels on roof top &
adjoining land.
(B) Technology Absorption:
BWR has started integrating the machines in a self-developed Management review system
with the help of PLCs and HMIs, part of the Industry 4.0 Implementation.
(C) Foreign Exchange Earnings and Outgo:
Sr. No. |
Particulars |
2022-23 |
2021-22 |
|
Foreign Exchange |
|
|
1 |
|
24,28,28,431 |
30,73,13,457 |
|
Earnings (Inflow) |
|
|
|
Value of Direct Import |
|
|
2 |
|
10,61,57,609 |
3,40,22,296 |
|
(C. I. F. Value) |
|
|
|
Expenditure in Foreign |
|
|
3 |
|
2,26,37,891 |
2,16,25,403 |
|
Currency (Outflow) |
|
|
37. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,PROHIBITIONANDREDRESS) ACT, 2013
The Company is committed to uphold and maintain the dignity of women employees and an
Internal Complaints Committee has been formed for each location of the Company under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
Further, the Company has also framed Sexual Harassment Policy of Bharat Wire Ropes
Limited to prevent sexual harassment of women at work place. The Company has in place an
Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary and trainees) are covered under this policy. The
Company has also complied with the provisions related to the constitution of an Internal
Complaints Committee (ICC) under the said Act to redress complaints received regarding
sexual harassment. The Company received no complaints pertaining to sexual harassment
during FY 2022-23.
Details with respect to number of complaints received pursuant to Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013 are as follows
Particulars |
Number |
Number of complaints pending as on the beginning of the financial year
2022-23 |
0 |
Number of complaints filed during of the financial year 2022-23 |
0 |
Number of complaints disposed of during of the financial year 2022-23 |
0 |
Number of complaints pending as on the end of the financial year
2022-23 |
0 |
38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIALSTATEMENTS
Your Company has a robust internal control system commensurate with the size and scale
of its operations. Roles and responsibilities are clearly defined and assigned. Standard
operating procedures are in place by way of built in controls in ERP system and have been
designed to provide a reasonable assurance. A reputed Chartered Accountants firm has also
been engaged for internal audit, covering all units and business operations. The Audit
Committee reviews the adequacy and effectiveness of internal control systems and provides
guidance for further strengthening them. Apart from having all policies, procedures and
internal audit mechanism in place, your Company also periodically engages outside experts
to carry out an independent review of the effectiveness of various business processes. The
observations and good practices suggested are reviewed by the Management and Audit
Committee and appropriately implemented with a view to continuously strengthen internal
controls.
39. CEO/CFO CERTIFICATION
The Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO") have certified to the Board about compliance by the Company in
accordance with
Regulation 17(8) read with Part B of Schedule II of the Listing Regulations for the
financial year ended March 31, 2023 and the same forms part of this Annual Report.
40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of Seven
years. Therefore, there were no funds which were required to be transferred to investor
Education and Protection Fund (IEPF).
41. MISCELLANEOUS
During the year, there was no change in the general nature of business of your
Company.
Your company has not issued equity shares with differential rights as to
dividend, voting or otherwise;
Your Company did not allot any sweat equity shares. Therefore, no disclosures as
required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.
During the financial year under review, no applications was made or proceeding
initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such
proceeding was pending at the end of the financial year under review.
42. APPRECIATION AND ACKNOWLEDGEMENT
Your directors are grateful to the Shareholders and Investors for their continued
patronage and confidence in the Company over the past several years. Your directors also
thank the Central and State Governments, other Statutory and Regulatory Authorities for
their continued guidance, assistance, co-operation and support received. Your directors
thank all our esteemed shareholders, clients, associates, bankers, vendors and contractors
and other stakeholders at large within the country and overseas for their continued
support, faith and trust reposed in the professional integrity of the Company. With
continuous learning, skill up gradation and technology development Company will continue
to provide world class professionalism and services to its clients, associates, vendors
and contractors.
Your directors also wish to convey their sincere appreciation to all employees at all
levels for their dedicated efforts and consistent contributions and cooperation extended
and is confident that they will continue to contribute their best towards achieving still
better performance in future to become a significant leading player in the industry in
which Company operates.
On behalf of Board of Directors of
For Bharat Wire Ropes Limited |
For Bharat Wire Ropes Limited |
Murarilal Mittal |
Mayank Mittal |
Managing Director Joint |
Managing Director |
DIN: 00010689 |
DIN: 00127248 |
Date: 25th April, 2023
Place: Mumbai
|