bharat wire ropes ltd share price Directors report


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. COMPANYS 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 years figures have been regrouped/ reclassified wherever necessary to correspond with the current years 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 Companys equity shares are listed on The BSE Limited and National Stock Exchange of India Limited. Further, the Companys 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 Companys continued success depends on the ability to attract, develop and retain the best talent at every level. The Companys 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 Companys HR Policy is focused on supporting employees 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

PERSONNELs (KMPs)

The lists of Directors & KMPs 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 Personnels:

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 PERSONNELs 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 Personnels 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 Personnels 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 Companys 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 Companys 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 Companys 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 Companys performance on ESG (Environment, Social and Governance) parameters for FY 2022-23, is provided as a separate section forming part of the Boards 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 employees 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 Companys 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 Companys 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 Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys 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 Companys 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 Companys 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