Hon’ble BIFR had directed to IDBI Bank Ltd (OA) to release the amount lying in no
lien account with State Bank of India, Commercial Branch ,Bhilai for use by company in
meeting working capital expenses and cost of repairs of factory shed and Plants &
equipments.
Management hopes that with the sanction of Rehabilitation Scheme by the Hon’ble
BIFR with packages of reliefs & concessions applied there in, the company will be able
to operate in a profitable manner in days ahead.
a. Industry Structure and Developments:
Steel Wire market is closely allied with Power Cable industries, Electricity generation
and Transmission system which are more or less stably placed at present.
Notwithstanding positive market syndrome the company has not been in a position to
exploit the market for reasons discussed time and again . Management hopes to focus all
its attention for optimum utilisation of existing market boom after sanction of
Rehabilitation Scheme by the Hon’ble BIFR.
b. Opportunity and Threats:
Existing market boom provides fertile horizon for products dealt in by Steel Wire
Division. Besides balancing of existing fixed capital outlay offers scope of
diversification for production of new items having potential market.
Regarding threat refer to our discussion in risk and concern.
c. Out look :
Outlook of the management is to revamp steel wire division & diversification of
product range towards Hardware fittings and Fixtures required for telecommunication, Power
transmission and Railways etc & mobilize need based working capital from appropriate
sources to support it’s aspiration.
d. Risks and concerns:
The silver line visible today towards rehabilitating the unit is subject to risk of
change in Govt. Policy, cyclic & non cyclic fluctuation in fiscal to monetary system
and availability of fund based support from appropriate quarters.
e. Internal control system and its adequacy:
It may be observed from the annexure to report of the statutory auditors submitted
pursuant to Companies (Auditors Report Order ) 2015 issued by Central Govt. in terms of
section 143 (11) of
Companies Act,2013 that internal control system of the company is adequate having
regard to its size and nature of its business.
f. Discussion on financial performance with respect to operational performance:
Please refer to para 3 of Directors Report under section 134 of Company’s Act,
2013 high - lighting therein financial and operational performances.
g. Material development in Human resources/Industrial relation front, including number
of people employed.
The para hardly calls for addressal considering prolonged closure of the unit.
DISCLOSURES:
Related Party Transactions
The Company has formulated a Policy on materiality of Related Party Transactions and on
dealing with Related Party Transactions, in accordance with relevant provisions of
Companies Act, 2013 and Clause 49 of the Listing Agreement.
All Related Party Transactions are approved by the Audit Committee prior to the
transaction. Related Party Transactions of repetitive nature are approved by the Audit
Committee on omnibus basis for one financial year at a time. All omnibus approvals are
reviewed by the Audit Committee on a quarterly basis.
During the Financial Year 2014 -15, there were no such Related Party Transactions,
either as per Companies Act, 2013 or Clause 49 of the Listing Agreement which were
required to be approved by the Board of Directors or the Shareholders of the Company.
As there was no material related party transaction as such no confirmation as required
as per Clause 49 of the Listing Agreement, has not been sent to the Stock Exchanges along
with the Quarterly Compliance Report on Corporate Governance.
Disclosures by Senior Management & Key Managerial Personnel
The Senior Management Personnel make disclosures to the Board periodically regarding:
their dealings in the Company‘s shares if any; and all material financial and
commercial and other transactions with the company if any . where they have personal
interest, stating that the said dealings and transactions, if any, had no potential
conflict with the interest of the Company at large.
The material, financial and commercial transactions where Key Managerial Personnel have
personal interest forms part of the disclosure on related parties referred to in Notes to
Annual Accounts, which was reported to the Board of Directors.
Disclosure of accounting treatment in preparation of financial statements
The Company has followed prescribed Accounting Standards as laid down by the Institute
of Chartered Accountants of India (ICAI) in preparation of its financial statements except
for AS15 for reason discussed in Note 24 of the financial statements.
Details of non-compliance by the Company
BWL has generally complied with all the requirements of regulatory authorities. No
penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any
Statutory Authority on any matter related to capital market during the last three years.
However, during the financial year 2015-16 BSE Limited has imposed penalty for Non
submission of Audited Financial Result for the year ended 31st March,2015 and
Non-appointment of Women Director within the stipulated time against that the company has
requested to waive the penalty amount in view of Sick Status of the Company which are
pending before the appropriate Forum.
Code for Prevention of Insider-Trading Practices
In compliance with the SEBI regulations for Insider Trading and the provisions of
Companies Act, 2013, the Company has in place a comprehensive Code of Conduct for
Prevention of Insider Trading, for its management and staff. The Code lays down guidelines
advising them on procedures to be followed and disclosures to be made while dealing with
the shares of BWL, and cautioning them of the consequences of violations. The CFO has been
appointed as the Compliance Officer.
The Company has also formulated a Code of Conduct for Prevention of Insider Trading and
a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015,
which has been effective from 15th May, 2015.
Whistle-Blower Policy / Vigil Mechanism
The Company promotes ethical behavior in all its business activities and in line with
the best international governance practices, BWL has established a system through which
Directors, employees, business associates may report unethical behavior, malpractices,
wrongful conduct, fraud, violation of Company’s code of conduct without fear of
reprisal. The Company has set up a Direct Touch initiative, under which all Directors,
employees, business associates have direct access to the Chairman of the Audit Committee,
and also to a three-member Direct Touch team established for this purpose. The
Whistle-Blower Protection Policy aims to:
• Allow and encourage stakeholders to bring to the management notice concerns
about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or
violation of policies.
• Ensure timely and consistent organizational response.
• Build and strengthen a culture of transparency and trust.
• Provide protection against victimization.
The Audit Committee periodically reviews the existence and functioning of the
mechanism. It reviews the status of complaints received under this policy on a quarterly
basis. The Committee has, in its Report, affirmed that no personnel have been denied
access to the Audit Committee.
CEO/ CFO certification
The CEO and CFO certification on the financial statements and the cash flow statement
for the year is placed at the end of this Report.
Legal Compliance Reporting
The Board of Directors reviews in detail, on a quarterly basis, the report of
compliance with respect to all applicable laws and regulations. Any non-compliance is
seriously taken up by the Board, with fixation of accountability and reporting of steps
taken for rectification of non-compliance.
8. SHAREHOLDERS
Appointment / Re-appointment of Directors
Shri Sunil Khetawat was re-appointed as a Whole Time Director designated as Managing
Director of the Company for a period of 5 years w.e.f. 01.04.2011 on the remuneration and
other terms and conditions as approved by the members in the AGM of the Company held on
30th September,2010. As the existing tenure of Shri Sunil Khetawat as Whole Time Director
of the company will expire on 31.03.2016, the Board of Directors of the Company in its
meeting held on 6th August,2015 has reappointed him as a Whole Time Director designated as
Managing Director and Chief Executive Officer (CEO) of the Company for a further period of
five years w.e.f. 1st April , 2016 on the remuneration and terms and conditions, as
detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in
its meeting held on 6th August, 2015 has considered and recommended the aforesaid
re-appointment of Shri Sunil Khetawat to the Board for their approval.
Shri Sandeep Khetawat was re- appointed as a Whole Time Director designated as
Executive Director of the Company for a period of 5 years w.e.f. 01.06.2011 on the
remuneration and other terms and conditions as approved by the members in the AGM of the
Company held on 30th September,2010. As the existing tenure of Shri Sandeep Khetawat as
Whole Time Director of the company will expire on 31.05.2016, the Board of Directors of
the Company in its meeting held on 6th August,2015 has reappointed him as a Whole Time
Director designated as Executive Director of the Company for a further period of five
years w.e.f. 1st June , 2016 on the remuneration and terms and conditions, as detailed in
the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting
held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of
Shri Sandeep Khetawat to the Board for their approval.
Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the
Company on 6th August,2015 appointed Mrs. Shahin Basu Majumdar as an Additional Director
in the category of Non-Executive Independent Director. Mrs. Shahin Basu Majumdar shall
hold office upto the date of the ensuing Annual General Meeting of the Company and, being
eligible, offer herself for re-appointment. The Company has also received a notice in
writing from a member proposing her candidature for the office of Director along with
requisite deposit of Rupees one lakh.
The Board of Directors in their meeting held on 6th August, 2015 has recommended to re
-appoint Mrs. Shahin Basu Majumdar as Non-Executive Independent Director within the
meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached
thereto and Rules made there under, not subject to retirement by rotation, for a term of 5
(five) consecutive years commencing from the date of her appointment as an Additional
Director in the Company i.e. 6th August, 2015 up to the conclusion of AGM of the Company
to be held in the calendar year 2020 or 5th August, 2020 whichever is earlier.
A brief resume of the Directors being appointed/ re -appointed, the nature of their
expertise in specific functional areas, names of companies in which they have held
Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are
furnished in the explanatory statement to the notice of the ensuing AGM.
Your Directors recommend their appointment /re-appointment at the ensuing AGM.
The brief CVs of the above Directors are given below:
Shri Sunil Khetawat :He is a qualified Mechanical Engineer with Production Engineering
as a Special Subject . He was appointed as a member on the Board of BWL Ltd. in 1991 as a
Whole Time Director (operation). He is a dynamic member from the Promoter family. He was
appointed as Managing Director of the Company in 1995. He has a rich and varied experience
in Steel and Engineering Sector . Currently he is holding 3,28,064 nos. of shares in the
Company.
He is also Director of two Private Limited Company.
Shri Sandeep Khetawat :He is a Commerce Graduate .He was appointed as a member on the
Board of BWL Ltd. in 2001 as a Whole Time Director , Designated as Executive Director. He
is a dynamic member from the Promoter family. He has a rich and varied experience in
Finance and Marketing of Steel and Engineering Sector . Currently he is holding 2,17,426
nos. of shares in the Company.
He is also Director of one Listed Public Company and four Private Limited Company.
Mrs. Shahin Basu Majumdar : She is MA (Sociology) from Annamalai University, Diploma in
Social Works (Labour Welfare) from Calcutta University and B.Sc (Hons.) from Bombay
University. The Board of Directors appointed her as Additional Director in the Board
Meeting held on 06.08.2015 . She joined in as a Personnel Executive in Bhilai Steel Plant
of Steel Authority of India (SAIL) in the year 1973and subsequently became joint Director
and Head of Human Resources , Purchase and General Administration at HQ of Environment
Management Division of SAIL at Kolkata and took voluntary retirement in 2005. She has a
rich and wide experience in Human Resources of Steel Sector. She is not holding any share
of the Company. She is also not Director of any other Company.
Excepting Shri Sunil Kheatawt and Shri Sandeep Khetawat none of the Directors of the
Company are related inter-se, in terms of Section 2(77) read with Rule 4 of the Companies
(Specification of Definitions Details) Rules, 2014 of the Companies Act, 2013.
MEANS OF COMMUNICATION WITH SHAREHOLDERS Financial Results:
In view of Financial constraint and Sick status of the Company the Publication of the
Financial Result in the News Papers has been discontinued . However, these are put in the
Website of the Company www.bhilaiwire.com.
Annual Report: Physical copy of the Annual Report 2013- 14, containing Audited
Financial Statements, Director‘s Report (including Management Discussion and
Analysis and Corporate Governance Report) was sent to the shareholders by post as the
share holders have not registered their E-mail id to the Company.
Website: The Company‘s website www.bhilaiwire.com contains a separate section
‘Investor Centre’ for use of investors. The quarterly, half yearly and annual
financial results, are promptly and prominently displayed on the website. , Quarterly
Corporate Governance Report, Shareholding Pattern and other Corporate Communications made
to the Stock Exchanges are also available on the website.
Communication to shareholders on email:
As the share holders of the Company did not provide their E-mail id to the Company, the
mandated requirement by the Ministry of Corporate Affairs (MCA) documents like Notices,
Annual Report, etc. could not be sent to the shareholders by Electronic mode.
BSE Corporate Compliance & Listing Centre:
BSE has developed web based applications for corporate. Periodical compliances like
Financial Results, share holding pattern and corporate Governance Report, etc are also
filed electronically on BSE Listing centre portal.
SCORES (SEBI complaints redressal system):
SEBI processes investor complaints in a centralized web based complaints redressal
system i.e. SCORES. Through this system a shareholder can lodge compliant against a
company for his grievance. The Company uploads the action taken on the complaint which can
be viewed by the shareholder. The Company and shareholder can seek and provide
clarifications online through SEBI.
INVESTOR RELATIONS
Investor Relations (IR) at BWL aims at providing accurate, transparent and timely
information to the investors.
GENERAL BODY MEETINGS
Details of the last three General Body Meetings held are given below:
| Financial Year |
Category |
Location of the meeting |
Date & Time |
| 2011-12 |
AGM |
Steel Club, Sector 8, Bhilai 490 006 (C.G.) |
30th July , 2012; 4.30 PM |
| 2012-13 |
AGM |
Same as above |
8th August 2013; 4.30PM |
| 2013-14 |
AGM |
Same as above |
7th August, 2014; 4.30PM |
The following special resolutions were taken up in the last three AGMs and were passed
with requisite majority:
| AGM Date |
Particulars of Special Resolution |
| 30.07.2012 |
No Special Resolution was passed. |
| 08.08.2013 |
No Special Resolution was passed.. |
| 07.08.2014 |
To appoint Shri Prabir Chaudhury and existing Independent Director |
|
For a term up to 5 consecutive years as per Section 149 (10) and (11) |
|
Read with Schedule IV of the Companies Act,2013. |
To appoint Shri Malay Sengupta and existing Independent Director
For a term up to 5 consecutive years as per Section 149 (10) and (11)
Read with Schedule IV of the Companies Act,2013.
COMPLIANCE WITH MANDATORY REQUIREMENTS
Compliance Report of BWL as on 31.03.2015 with the applicable mandatory requirements of
Clause 49 is as under:
Compliance Report
| Particulars |
Clause of Listing Agreement |
Compliance Status (Yes/ No/N.A.) |
Remarks |
| II. Board of Directors |
49 II |
|
- |
| A. Composition of the Board |
49(IIA) |
Yes |
- |
| B. Independent Directors |
49(IIB) |
Yes |
- |
| C. Non-Executive Directors’ |
49(IIC) |
Yes |
- |
| compensation & disclosures |
|
|
|
| D. Other provisions as to |
49(IID) |
Yes |
- |
| Board and Committees |
|
|
|
| E. Code of Conduct |
49(IIE) |
Yes |
- |
| F. Whistle Blower Policy |
49(IIF) |
Yes |
- |
| III. Audit Committee |
49 III |
|
- |
| A. Qualified & Independent |
49(IIIA) |
Yes |
- |
| Audit Committee |
|
|
|
| B. Meeting of Audit |
49(IIIB) |
Yes |
- |
| Committee |
|
|
|
| C. Powers of Audit Committee |
49(IIIC) |
Yes |
- |
| D. Role of Audit Committee |
49(IIID) |
Yes |
- |
| E. Review of Information by |
49(IIIE) |
Yes |
- |
| Audit Committee |
|
|
|
| IV. Nomination and |
49(IV) |
Yes |
- |
| Remuneration Committee |
|
|
|
| V. Subsidiary Companies |
49(V) |
NA |
- |
| VI. Risk Management |
49(VI) |
Yes |
- |
| VII. Related Party Transactions |
49(VII) |
Yes |
- |
| VIII. Disclosures |
49(VIII) |
Yes |
- |
| A. Related party transactions |
49(VIIIA) |
Yes |
There are no material transactions with related parties |
| B. Disclosure of Accounting |
49(VIIIB) |
Yes |
- |
| Treatment |
|
|
|
| C. Remuneration of Directors |
49(VIIIC) |
Yes |
- |
| D. Management |
49(VIIID) |
Yes |
- |
| E. Shareholders |
49(VIIIE) |
Yes |
- |
| F. Proceeds from public issues, rights issues, preferential issues etc. |
49(VIIIF) |
N.A. |
- |
| IX. CEO/CFO certification |
49(IX) |
Yes |
- |
| X. Report on Corporate |
49(X) |
Yes |
- |
| Governance |
|
|
|
| XI. Compliance |
49(XI) |
Yes |
- |
Note 1. Clause 49 (II A) - Women Director was not appointed . However, appointed on
06.08.2015 2. Clause 49 (IIF) - Whistle Blower policy was implemented by the Board w.e.f
11th May,2015.
3. Clause 49(IV) - Nomination and Remuneration Committee was comprised of two
Independent Director and one Executive Director . However, w.e.f. 6th August,2015 it
comprises of three Independent Directors.
At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd.
(BSE), The annual listing fees for the financial year 2015 -16 to BSE has not been paid
and the Company has requested to the appropriate authority not to enforce the enhanced
Annual Listing fees applicable from the year 2015-16 in view of Sick Status of the Company
which is still pending.
BWL’s Stock Exchange codes
Stock Market Data:
The Company’s shares are not traded in the Stock Exchange as the same are not in
De-mat form, this data could not be furnished.
Distribution of Shareholding
Details of distribution of shareholding of the equity shares of the Company by size and
by ownership class on March 31, 2015 along with the top 10 shareholders of the Company is
given below:
Share Holding Pattern as on 31.03.2015:
| No. of Shares |
No. of Share Holders |
(%) of Share Holders |
No. of Shares |
(%) of Share Holders |
| 0- 500 |
13377 |
93.49% |
2211207 |
31.67% |
| 501- 1000 |
566 |
3.96% |
431738 |
6.19% |
| 1001- 2000 |
223 |
1.56% |
321735 |
4.61% |
| 2001- 3000 |
50 |
0.35% |
128959 |
1.85% |
| 3001- 4000 |
23 |
0.16% |
81626 |
1.17% |
| 4001- 5000 |
13 |
0.09% |
61406 |
0.88% |
| 5001-10000 |
24 |
0.17% |
181392 |
2.60% |
| 10001-above |
32 |
0.22% |
3561547 |
51.03% |
| Total |
14308 |
100.00% |
6979610 |
100.00% |
Share Holding Pattern by Ownership: This has been disclosed in the Extract of Annual
Return as Annexure D
Top ten shareholders as on March 31, 2015
Other than Promoters / Directors :
| Sl. No |
Name of the Share holders |
No. of Shares |
% |
| 1. |
Abhay Krishgi Udyog Pvt. Ltd. |
67188 |
0.96 |
| 2. |
Anil K Poddar |
61900 |
0.89 |
| 3. |
Florescent Securities Ltd. |
40850 |
0.59 |
| 4. |
Gunvantien C. Kansara |
34500 |
0.49 |
| 5. |
Tara Devi Muktilal Paldiwal |
20100 |
0.29 |
| 6. |
Shailesh L. Shah |
16550 |
0.24 |
| 7. |
Rohini V. Patwardhan |
13850 |
0.20 |
| 8. |
Dharmesh R. Shah |
11400 |
0.16 |
| 9. |
Rajesh C. Kansara |
11300 |
0.16 |
| 10. |
Shailesh L.Shah |
11300 |
0.16 |
|
Total |
288938 |
4.14 |
9. General Share holder’s information: a) Annual General Meeting:
| Date |
: 30.09.2015 |
| Venue |
: STEEL CLUB, Sector- 8, Bhilai (C.G.) 490 006 |
| Time |
: 4.30-PM |
| Book Closer Date |
: 23rd, Sept. 2015 to 30th, Sept. 2015 (both days inclusive) |
| Dividend payment Date |
: Not applicable. |
b) Financial Calendar (Tentative and subject to change) : Particulars
| Financial reporting for |
Date |
| Quarter ended 30th June 2014 |
2nd week of August’2014 |
| Half year ended 30the Sep., 2014 |
2nd Week of November,2014 |
| Quarter ended 31st December 2014 |
2nd week of Feb.’2015 |
| Year ended as on 31st March 2015 |
2nd week of May-2015 |
| AGM for the year ended 31st March 2015 |
Ist Fortnight of Aug’2015 |
d) Listing on Stock Exchanges:
The company’s Equity/Redeemable Preference Shares are listed on the following
Stock Exchange:-
i) B.S.E.Ltd.
Phiroze Jeejeebhoy Tower,
Dalal Street,
Mumbai -400 001
Share Transfer System :
The shares of the company could not be Dematerialized as the NSE / BSE has withheld
such facilities to companies with negative Net Worth. As such the Company’s
securities are not traded in the Stock Exchanges inspite of payment of Listing Fees up to
the financial year 2014-15. All Shares are in Physical mode, which are lodged for transfer
to the Company, same are processed and returned to the share holders within the stipulated
time.
Registrar and Transfer Agent (RTA)
Company is maintaining share transfer in –house. Share holders should send their
correspondence in respect of share transfer at the Registered office : Industrial Area,
Bhilai (C.G.) Pin 490 026
Compliance with Secretarial Standards
The Institute of Company Secretaries of India, a statutory body, has issued Secretarial
Standards on various aspects of corporate law and practices. The Company has complied with
each one of them.
Company’s Registered Office Address:
Industrial Area, Bhilai (C.G.) Pin 490 026
PLANT LOCATIONS
Industrial Area, Bhilai (C.G.) Pin 490 026 Web site : www.bhilaiwire.com
ADDRESS FOR CORRESPONDENCE
Share Holders should address their correspondence to the Company at the Registered
Office mentioned above.
Compliance Officer:
Shri Shyam Niyogi, CFO
Industrial Area, Bhilai (C.G.) Pin 490 026
Mob : 919329108314
Web site : www.bhilaiwire.com
CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY
We, Sunil Khetawat, Chief Executive Officer and Shyam Niyogi, Chief Financial Officer,
of BWL Limited, to the best of our knowledge and belief certify that:
1. We have reviewed the financial statements and the cash flow statements of the
Company for the year ended March 31, 2015.
2. To the best of our knowledge and information: a. These statements do not contain any
materially untrue statement or omit to state a material fact or contains statement that
might be misleading;
b. These statements together present a true and fair view of the Company’s affairs
and are in compliance with existing accounting standards, applicable laws and regulations
except for accountal of gratuity & leave Salary refer to in Item 5 of Auditors Report
which has been appropriately addressed in corresponding note forming part of accounts.
3. We also certify, that based on our knowledge and the information provided to us,
there are no transactions entered into by the Company, which are fraudulent, illegal or
violate the Company’s code of conduct. Regarding Audit observation in para 5 (a),
Company has already taken measure to set the things right.
4. The Company’s other certifying officers and we are responsible for establishing
and maintaining internal controls for financial reporting and procedures for the Company,
and we have evaluated the effectiveness of the Company’s internal controls and
procedures pertaining to financial reporting.
5. The Company’s other certifying officers and we have disclosed, based on our
most recent evaluation, wherever applicable, to the Company’s auditors and through
them to the Audit Committee of the Company’s Board of Directors:
a. All significant deficiencies in the design or operation of internal controls, which
we are aware and have taken steps to rectify these deficiencies;
b. Significant changes in internal control over financial reporting during the year;
c. Any fraud, which we have become aware of and that involves Management or other
employees who have a significant role in the Company’s internal control systems over
financial reporting;
| Place : Kolkata |
(Sunil Khetawat) |
(Shyam Niyogi) |
| Date : 6th August,2015 |
Managing Director & CEO |
CFO |
+91-9892691696
