Bharat Wire Ropes Ltd Directors Report.

To,

The Members of

Bharat Wire Ropes Limited

Dear Members,

The Directors of your Company are pleased to present the 35th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ("F.Y.") ended March 31, 2021.

1. FINANCIAL PERFORMANCE:

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars 2020-21 2019-20
Income from Business Operations 25,017.47 25,771.47
Other income 51.09 30.38
Total Revenue 25,068.56 25,803.54
Profit before Interest 3,295.58 2,927.24
Depreciation and Taxes
Less: Interest 3,407.12 8,946.95
Less: Depreciation 2,168.70 2,180.45
Profit / (Loss) before Tax (2,280.24) (8,200.16)
Less: Extra-ordinary Item (Goodwill Written Off) - -
Less: Current Income Tax - -
Less: Minimum Alternate Tax Credit Entitlement - -
Less: Deferred Tax (601.52) (2,104.40)
Profit / (Loss) after Tax (1,678.72) (6,095.77)
Other Comprehensive Income / (Expenses) for the 20.56 0.96
Year, Net of Tax
Total Comprehensive Income for the Year, Net of Tax (1,699.28) (6094.80)

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 total revenue of the Company for F.Y. 2020-2021 stood at Rs. 25,068.56 Lakhs. The Loss has reduced to Rs. 1,678.72 Lakhs during F.Y. 2020-2021 as compared to Loss of Rs. 6,095.77 Lakhs in the previous year.

3. COVID-19:

Operation of the company were marginally affected during the year due to outbreak of Covid -19. Plant operations were generally smooth except in the month of April 2020 when full lockdown was announced. Majority of Head office employees have worked from Home and attended office partially as per guidelines and directions issued by the government from time to time. The overall operations of the company have been managed in such manner that client commitments were not materially compromised. The company has maintained full precaution in ensuring the health and well-being of all its work force as per advisory and guidelines issued by Government bodies from time to time.

4. SHARE CAPITAL:

• The Authorized Capital of the Company as on March 31, 2021, was Rs. 65,50,00,000 (Rupees Sixty-Five Crores Fifty Lakhs Only) divided into Rs. 65,46,00,000 (Sixty-Five Crore Forty-Six Lakhs) divided into 6,54,60,000 (Six Crore Fifty-Four Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 4,00,000 (Rupees Four Lakhs Only) divided into 40,000 (Forty Thousand) 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each. The Paid-up Share Capital of the Company as on March 31,2021, was Rs.62,61,14,690/- (Rupees Sixty Two Crores Sixty One Lakhs Fourteen Thousand Six Hundred and Ninety Only) consisting of 6,25,73,203 Equity Shares of Rs. 10 each and 38,266 (Thirty Eight Thousand Two Hundred and Sixty Six) Non-Cumulative, Non-Voting 0.01% Compulsory Convertible Preference Shares of the face value of Rs. 10/- each.

Changes in Share Capital during the year under review:

O Increase in Authorized Share Capital vide Special Resolution passed at 34 Annual General Meeting ("AGM") held on September 15, 2020 from Rs. 52,00,00,000/- (Rupees Fifty-Two Crores Only) divided into 5,20,00,000/- (Five Crores Twenty Lakhs) Equity shares of Rs 10/- (Rupees Ten Only) to Rs. 65,50,00,000 (Rupees Sixty-Five Crores Fifty Lakhs Only) divided into Rs. 65,46,00,000 (Sixty-Five Crore Forty-Six Lakhs) divided into 6,54,60,000 (Six Crore Fifty-Four Lakhs Sixty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 4,00,000 (Rupees Four Lakhs Only) divided into 40,000 (Forty Thousand) 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- (Rupees Ten Only) each. In this relation, e-form SH-7 was filed on September 21, 2020.

O Allotment of 62,57,319 (Sixty Two Lakhs Fifty Seven Thousand Three Hundred Nineteen) Equity Shares on preferential basis to the Lenders at an issue price of Rs. 8.69/- (Book Value) on March 30, 2021 vide proposed "Resolution Plan" approved by the Shareholders at the 34th AGM of the Company on September 15, 2020 and later the "Final Resolution Plan" approved by all the Lenders and taken on record by the Board in its meeting held on March 16, 2021.

O Allotment of 38,266 (Thirty Eight Thousand Two Hundred and Sixty Six) Non-Cumulative, Non-Voting 0.01% Compulsory Convertible Preference Shares to Lenders of the face value of Rs. 10/- each (Rupees Ten Only) fully paid up at an issue price of Rs. 1,00,000 (Rupees One Lakh Only on March 30, 2021 vide proposed "Resolution Plan" approved by the Shareholders at the 34th AGM of the Company on September 15, 2020 and later the "Final Resolution Plan" approved by all the Lenders and taken on record by the Board in its meeting held on March 16, 2021.

O Allotment of 1,13,63,636 Equity Shares (One Crore Thirteen Lakhs Sixty Three Thousand Six Hundred and Thirty Six Shares) of the face value of Rs. 10/- each (Rupees Ten Only) fully paid up at an issue price of Rs. 22/- (Rupees Twenty-Two Only) on March 30, 2021 vide proposed "Resolution Plan" approved by the Shareholders at the 34th AGM of the Company on September 15, 2020 and later the "Final Resolution Plan" approved by all the Lenders and taken on record by the Board in its meeting held on March 16, 2021.

5. LISTING:

The 4,49,52,248 equity shares of the Company are listed on BSE Limited and National Stock Exchange Limited since April 01, 2016.

Further Company had applied to BSE Limited and National Stock Exchange Limited for listing of 1,76,20,955 equity shares on April 06, 2021 and April 16, 2021 respectively. The Company has thereafter received the listing approval from BSE Limited on April 23, 2021 and from National Stock Exchange Limited on April 22, 2021, followed by the Trading approval from both the stock exchanges on May 05, 2021.

6. DEPOSITORY SERVICES:

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. CREDIT RATINGS:

The account of the company has been restructured as per resolution Plan approved by lenders accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019 after obtaining RP4 Rating by Banks.

8. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURE:

The Company does not have any subsidiary(ies) or associate company(ies). The Company has not entered into Joint Venture.

9. DIVIDEND:

Due to loss, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2021.

10. RESERVES AND SURPLUS:

There is no amount from profit and loss, which is transferred to General Reserves during the year under review. The closing debit balance of the retained earnings of the Company for F.Y. 2021, after all appropriation and adjustments was Rs. 10,845.58 lakhs.

11. MEETINGS OF THE BOARD:

During the period under review the Board of Directors met 7 (Seven) times viz. on July 16, 2020, August 16, 2020, September 13, 2020, November 10, 2020, February 10, 2021 March 16, 2021 and March 30, 2021.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.

12. DIRECTORS AND KEY MANAGERIAL

PERSONNELs (KMPs):

The lists of Directors & KMPs of the Company as on March 31, 2021 are as follows:

Name Designation
1 Mr. Murarilal Ramsukh Mittal (DIN: 00010689) Managing Director
2 Mr. Mayank Mittal (DIN: 00127248) Joint Managing Director
3 Mr. Sumit Kumar Modak (DIN: 00983527) Whole-Time Director
4 Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698) Whole-Time Director
5 Mr. Dinesh Kumar Jain (DIN: 06807650) Director (ID)
6 Mr. Sanjiv Swarup (DIN: 00132716) Director (ID)
7 Mr. Shivkumar Ramkishan Malu (DIN: 05345172) Director (ID)
8 Ms. Ruhi Mittal (DIN: 05345172) Director (NED)
9 Mr. Mahender Singh Arora (PAN: AABPA9704C) Chief Executive Officer (KMP)
10 Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H) Chief Financial Officer (CFO)

ID: Independent Director, NED: Non-Executive Director

During the year under review, following changes took place in composition of Board and Key Managerial Personnels.

• Mr. Satyendra Shridhar Nayak (DIN: 08194706) resigned as Independent Director w.e.f. April 20, 2020. Further, pursuant to Regulation 30 of SEBI LODR, he stated that there was no other material reason other than mentioned in his resignation letter.

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on July 16, 2020, appointed Mr. Dinesh Kumar Jain (DIN: 06807650) as an Additional Director (Independent Director) of the Company with effect from July 16, 2020, who held office up to the date of the 34 Annual General meeting and the Board had recommended his appointment to the shareholders. He was then, regularized as an Independent Director in 34 Annual General Meeting of the Company held on September 15, 2020.

• Due to personal reason and certain other preoccupations Mr. Mayank Mittal (DIN: 00127248) has tendered his resignation on July 17, 2020. Further, the Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on August 16, 2020, appointed Mr. Mayank Mittal as an Additional Director (Executive-Promoter) of the Company with effect from August 16, 2020, who held office up to the date of the 34 Annual General meeting and the Board had recommended his appointment to the shareholders. He was then, regularized as Joint Managing Director in 34 Annual General Meeting of the Company held on September 15, 2020.

• The Board on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on November 10, 2020 have re-appointed Mr. Sumit Kumar Modak (DIN: 00983527) as the Whole-Time Director for a period of 5 years i.e. from January 01, 2021 to March 31, 2025 who holds office up to the date of the ensuing Annual General meeting. The Board recommends his re-appointment to the members at the ensuing 35 Annual General Meeting.

• The Board on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on November 10, 2020 have re-appointed Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698) as the Whole-Time Director for a period of 5 years i.e. from January 01, 2021 to March 31, 2025 who holds office up to the date of the ensuing Annual General meeting. The Board recommends his re- appointment to the members at the ensuing 35 Annual General Meeting.

• Mr. Shailesh Vallabhbhai Rakhasiya (PAN: ALUPR5390R), Company Secretary and Compliance Officer of the Company, unfortunately passed away on March 09, 2021 due to the COVID -19 Pandemic.

Post Financial Year following changes took place in the Composition of Board of Director and KMP of the Company:

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on June 25, 2021 appointed Mr. Govinda M. Soni (ICSI Memb No. A38908), as Company Secretary and Compliance Officer of the Company with effect from June 25, 2021.

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.

13. DIRECTOR RETIRING BY ROTATION:

Pursuant to provisions of section 152 of the Companies Act, 2013 (the "Act") and in terms of the Memorandum and Articles of Association of the Company, Mrs. Ruhi Mittal (DIN: 07159227) 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 35 Annual General Meeting. The Members of the Company may wish to refer to the accompanying notice of the 35 Annual General Meeting of the Company, for a brief profile of the Director.

14. DECLARATION BY INDEPENDENT DIRECTORS:

In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. 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, and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company. 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") and have complied with the provisions of section 150 of the Companies Act, 2013 read with rules framed thereunder.

15. COMMITTEES OF 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.

16. POLICY FOR DETERMINING DIRECTORS ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL 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 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 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

17. 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, 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 Director 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.

18. 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.

19. 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 2020-2021:

Name of Directors Ratio to the Median Remuneration
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 2020-21
Executive Directors
Mr. Murarilal Mittal (Managing Director) 16.57 times
Mr. Mayank Mittal (Jt. Managing Director) 15.66 times
Mr. Sumit Kumar Modak (Whole-Time Director) 6.84 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director) 8.76 times

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 2020-2021
Mr. Murarilal Mittal (Managing Director) (36.79)
Mr. Mayank Mittal (Jt. Managing Director) (36.59)
Mr. Sumit Kumar Modak (Whole-Time Director) (45.47)
Mr. Venkateswararao Kandikuppa (Whole-Time Director) (14.62)
Mr. Mahender Singh Arora (Chief Executive Officer) (30.72)
Mr. Rakesh Kumar Jain (Chief Financial Officer) (31.37)
Mr. Shailesh Rakhasiya* (Company Secretary & Compliance Officer) NA*

* Till March 09, 2021 ii. The percentage increase in the median remuneration of employees in the financial year:

Particulars 2020 - 2021 2019 - 2020 % Increase /Decrease
(Rs.) (Rs.)
Median Remuneration of all employees per annum 2,14,608 2,92,200 24.15

iii. The number of employees on rolls of the Company:

As on March 31, 2021, there were 486 permanent employees and 415 employees were on contract basis

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:

v. The average decrease in the salaries of employees excluding Managerial Personnel during Financial Year 2020-21 was 34.45 %. The average decrease in the Remuneration of Managerial Personnel during the Financial Year 2020-21 was 33.61 %.

vi. 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.

vii. 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.

20 RESOLUTION PLAN:

Rupee Term Loans, ECB, Working Capital Borrowings and unpaid interest thereon have been restructured as per resolution plan approved by lenders. Accordingly Part of the borrowings is continued as Rupee Term Loans, ECB, Working Capital Borrowings and remaining amount is converted into CCPS and Equity Shares on March, 30, 2021 after waiver of portion of unpaid interest.

During the year under review the Company has completed Resolution Plan for Restructuring of Loans. The allotment of securities to Lenders, Promoters and Investors as per the Final Resolution Plan duly approved by the Lenders in accordance with the Reserve Bank of India (Prudential Framework for Resolution of Stressed Assets) Directions 2019 ("RBI Directions 2019") and pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been successfully completed. Further, the necessary formalities related to the allotment of (I) 62,57,319 equity shares of Rs. 10/- each to Lenders (ii) 1,13,63,636 equity shares of Rs. 10/- each to Promoters/Investors (iii) 38,266 Non-Cumulative, Non-Voting 0.01% Compulsory Convertible Preference Shares to Lenders of the face value of Rs. 10/- each fully paid to lenders, as per the Final Resolution Plan has been duly completed and the Company has received the Listing Approval from BSE on April 23, 2021 and NSE on April 22, 2021 followed by the Trading approval from both the stock exchanges on May 05, 2021.

21. 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. March 31, 2021 and the date of this Report.

Further, during the year under review, there are no employees who comes within the purview of 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.

22. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website i.e. www.bharatwireropes.com

23. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance forming part of the Boards Report.

Further, your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and M/s Mihen Halani & Associates, Practicing Company Secretaries, vide their certificate dated July 02, 2021, confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure-I to this

24. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

25. INDIANACCOUNTING STANDARDS (IND -AS):

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the financial statements for the year ended March 31, 2021 are prepared in accordance to the same.

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, 2021; 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, 2021 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 Auditors of the Company, at the 34 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 34 Annual General Meeting until the conclusion of 39 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 2021-22.

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 March 31, 2021. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 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 March 31, 2021 and the said Auditors have issued the Secretarial Audit Report in Form MR-3 as the aforesaid provisions. The Secretarial Audit Report 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 8 February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for the year ended March 31, 2021, 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 June 25, 2021, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2021-22.

Cost Auditors:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company is required to carry out audit of the cost records.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No. 100106) as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2021-22 at a remuneration of Rs. 1,00,000 /- plus taxes as may be applicable and out of pocket expenses. As required under the provisions of the Companies Act, 2013, a resolution seeking members approval for ratification of remuneration payable to the Cost Auditor forms part of the Notice convening theAnnual General Meeting.

Internal Auditor:

M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), Mumbai performed the duties of internal auditors of the company for the Financial Year 2020-2021 and their report is reviewed by the audit committee from time to time. Further, the Board of the Company at its meeting held on June 25, 2021, has re-appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), as Internal Auditor of the Company for the financial year 2021-22.

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:

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility activities as per the Section 135 of the Act.

30. DEPOSITS:

The Company did not hold any public deposits; neither accepted nor renewed any fixed deposits during the year.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Particulars of 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 CONTRACTS OR 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 are 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 Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The said transactions were unanimously approved by the Board.

Policy on Materiality of and dealing with Related Party Transaction 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:

Your Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use the mechanism. It also provides direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on the Companys website (www.bharatwireropes.com). The concerned employees and the Directors of the Company are made aware of the said policy from time to time.

34. DETAILS REGARDING BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 ("BWR ESOP 2017"):

Your Company has formulated the Bharat Wire Ropes Limited Employee Stock Option Plan, 2017("BWR ESOP 2017"), for grant of Stock Options to certain employees of the Company. BWR ESOP 2017 was approved by the Members pursuant to the Special Resolution passed through Postal Ballot on March 22, 2017. During, the year under review, the Company has neither issued nor allotted any stock options as on March 31st, 2021.

The Board of Directors confirms that there are neither any new plans introduced nor there were any material changes made in the existing ESOP Plans and all the existing ESOP Plans comply with the SEBI Guidelines. Details of shares issued under ESOPs, as also the disclosure incompliance with the SEBI (Share Based Employee Benefits) Regulations, 2014,read with SEBI circular dated June 16, 2015 are uploaded on the website of the Company at web link www.bharatwireropes.com

The Annual Certificate from the Statutory Auditors stating that the ESOP Plans have been implemented in accordance with the SEBI Regulations and the resolutions have been passed by the members in their general meeting, will be obtained.

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:

The Company has taken various steps to monitor actual use of Blowers, Heaters, Cooling tower Fans etc., and cooling tower fan controlled as per requirement with VFD, thereby saving energy installed efficient transformer in order to reduce the loss for power transformation in the plant.

(B) Technology Absorption:

The Company has taken one step further towards technological increase in productivity and reduce equipment down time. Our Company has developed in house android based Material and maintenance management application, it is a user friendly application for monitoring like performance of the equipments, workforce productivities, material requirements at different stages of production. It helps to protect assets, increase equipment life time, Improve system reliability, reduce unknown incidents and improve equipment reliability with proactive & preventive maintenance processes, enhance productivity of the machinery and streamline workflow by improving MTBF and reducing Equipment down time (reactive).

(C) Foreign Exchange Earnings and Outgo:

(Rs. in Lakhs)

Particulars 2020 -21 2019 -20
1. Foreign Exchange Earnings (Inflow) 1,608.65 1,559.96
2. Value of Direct Import (C. I. F. Value) 589.63 1,768.88
3. Expenditure in Foreign Currency (Outflow) 35.67 171.75

37. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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. During the year under review, no case of Sexual harassment was reported to the Internal Complaints Committee.

38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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:

In terms of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

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:

Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

Your Company did not allot any equity share as sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules,2014;

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 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
Bharat Wire Ropes Limited
Murarilal Mittal Mayank Mittal
Managing Director Joint Managing Director
DIN: 00010689 DIN: 00127248
Date: June 25, 2021
Place: Mumbai