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 36th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2022.

1. COMPANYS FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars 2021-22 2020-21
Income from Business Operations 41,067.90 25,017.47
Other income 58.04 51.09
Total Revenue 41,125.94 25,068.56
Profit before Interest Depreciation and Taxes 62,75.94 3,295.58
Less: Interest 2,339.03 3,407.12
Less: Depreciation 2,144.12 2,168.70
Profit / (Loss) before Tax 1,792.79 (2,280.24)
Less: Extra-ordinary Item(Goodwill Written Off) Nil Nil
Less: Current Income Tax Nil Nil
Less: Current tax relating to earlier period/years (16.61) Nil
Less: Deferred Tax 442.85 (601.52)
Profit / (Loss) after Tax^^, 1,366.54 (1,678.72)
Other Comprehensive Income / (Expenses) for the Year, Net of Tax (18.52) (20.56)
Total Comprehensive Income for the Year, Net of Tax 1,348.02 (1,699.28)

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. 2021 -2022 stood at Rs. 41,125.94 Lakhs. The Company incurred a profit after tax of Rs. 1,366.54 Lakhs for F.Y. 2021-22, as compared to Loss of Rs. 1,678.72 Lakhs in the previous year.

Revenue from operations grew 64.16 % y-o-y to Rs. 41,067.90 lakhs, as compared to Rs. 25,017.47 lakhs in previous year.

3. DIVIDEND

Due to inadequate profit, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended 31st March, 2022.

4. RESERVES AND SURPLUS

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended 31st March, 2022. The closing debit balance of the retained earnings of the Company for F.Y. 2021-22, after all appropriation and adjustments was Rs.9,497.56 lakhs.

5. COVID-19

The impact of COVID-19 during FY 2021-22 affected the first quarter post which the economy showed signs of recovery. The impact of COVID-19 pandemic on the overall economic environment has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees, clients, partners, investors and the communities in which we operate. We are working hard to contain and mitigate its impact. The Company continues its business activities, in line with the guidelines issued by the Government authorities and take steps to strengthen its liquidity.

6. SHARE CAPITAL

The authorised capital during the financial year ended 31st March, 2022 remained at 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 ofRs. 10/- each.

During the financial year 2021-22 the Company has allotted equity shares under ESOP scheme are as follows:

Date of allotment No. of Equity Shares allotted
24 th August, 2021 4,55,000
09th March, 2022 2,20,000
30th March, 2022 3,95,000
31st March, 2022 1,86,750

As on 31st March, 2022, the paid up share capital of the Company was Rs. 63,86,82,190/- divided into 6,38,29,953 equity shares of Re. 10/- each and 38,266 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- each.

As on 31st March, 2022 the listing approval was pending for shares allotted on 30th March, 2022 and 31st March, 2022 same is received on 12th April, 2022.

7. 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 ofthe two Depositories.

8. 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.

In the backdrop of the second wave of the Pandemic and the way it impacted life across the world, the HR Initiatives, increasingly focused on supporting employee well-being. Initiatives like maintaining a safe work environment, providing healthcare facilities and enabling end-to-end work-from-home facility for a large section of the human capital remained the focus.

The Company finds it imperative to follow policies and regulations that produce an unbiased work and safe work environment.

9. 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, 2022.

The Company has 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 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.

10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURE

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

11. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 4 (Four) times viz. on 25th June, 2021, 09th August, 2021, 12th November, 2021, 12th February, 2022. 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 this Annual Report.

12.DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs)

The lists of Directors & KMPs of the Company as on 31st March, 2022 are as follows:

Sr. No. Name Designation
1 Mr. Murarilal Ramsukh Mittal (DIN:00010689) Managing Director
2 Mr. Mayank Mittal (DIN: 00127248) Joint Managing Director
3 Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698) Whole-Time Director
4 Mr. Dinesh Kumar Jain (DIN:06807650) Independent Director
5 Mr. Sushil Sharda (DIN: 03117481) Whole-Time Director (w.e.f. 19th May, 2022)
6 Mr. Sanjiv Swarup (DIN:00132716) Independent Director
7 Mr. Shivkumar Ramkishan Malu (DIN:05345172) Independent Director (w.e.f. 19th May, 2022)
8 Ms. Ruhi Mittal (DIN:07159227) Non-Executive Director
9 Mr. Mahender Singh Arora (PAN: AABPA9704C) Chief Executive Officer
10 Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H) Chief Financial Officer
11 Mr. Govinda Soni (PAN: CCFPS0647Q) Company Secretary & Compliance Officer

Following changes took place in composition of Board and Key Managerial Personnels:

• Mr. Sumit Kumar Modak (DIN: 00983527) resigned as Whole-Time Director w.e.f. 30th August, 2021

• Mr. Shiv Kumar Malu (DIN: 05345172) resigned from the Board w.e.f. 14th February, 2022 after completion of his 1st term as Independent Director in the Company

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Sushil Sharda (DIN: 03117481) as an Additional Director (Executive) of the Company with effect from 19th May, 2022, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders.

• The Board had, on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Shiv Kumar Malu (DIN: 05345172) as the Additional Director (Non-Executive Independent Category) with effect from 19th May, 2022 for 2nd term of five years, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders for a period of 5 years i.e. from 19th May, 2022 to 18th May, 2027.

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, Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members approval at the 36th Annual General Meeting. The Members of the Company may wish to refer to the accompanying notice of the 36th Annual General Meeting of the Company, for a brief profile of the Director.

14. 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, 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") 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.

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 NonExecutive 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 2021-2022:

Name of Directors Ratio to the Median Remuneration
Non-Executive Directors Executive Directors N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-22
Mr. Murarilal Mittal (Managing Director) 23.51 times
Mr. Mayank Mittal (Jt. Managing Director) 22.04 times
Mr. Sumit Kumar Modak (Whole-Time Director)* 12.34 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director) 12.34 times

 

* Resigned w.e.f. 30thAugust, 2021

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 2021-2022
Mr. Murarilal Mittal (Managing Director) 0.00
Mr. Mayank Mittal (Jt. Managing Director) 0.00
Mr. Sumit Kumar Modak (Whole-Time Director) 5.00
Mr. Venkateswararao Kandikuppa (Whole-Time Director) 86.42
Mr. Mahender Singh Arora (Chief Executive Officer) 43.68
Mr. Rakesh Kumar Jain (Chief Financial Officer) 26.74
Mr. Govinda Soni* (Company Secretary & Compliance Officer) N.A*

 

* Appointed w.e.f. 25th June, 2021

ii. The percentage increase in the median remuneration of employees in the financial year:

Particulars 2021-2022 (Rs.) 2020-2021 (Rs.) % Increase/ Decrease
Median Remuneration of all employees per annum 3,40,228 3,05,237 11.46

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

There were 540 (Five hundred and Forty) permanent employees as on 31st March, 2022.

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 2021-22 was 11.89%.

The average increase in the salaries of Managerial Personnel during Financial Year 2021-22 was 19.79%.

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.

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, 2022 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.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2022 is available on the Companys website i.e. www.bharatwireropes.com

22. 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.

• Certificate:

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 19th May, 2022, 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.

23. 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.

24. INDIAN ACCOUNTING 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, 2022 are prepared in accordance to the same.

25. 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, 2022; 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, 2022 and of the profit and loss ofthe 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.

26. AUDITORS

• Statutory Auditors

M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as 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 2022-23.

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, 2022. 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 31st March, 2022 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 I. 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, 2022, 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 19th May, 2022, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2022-23.

• Cost Auditors:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. 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 19th May, 2022 has on the recommendation of the Audit Committee, 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 2022- 23 at a remuneration of Rs. 1,00,000 /- plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the Shareholders for ratification.

• 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 2021-2022 and their report is reviewed by the audit committee from time to time. Further, the Board of the Company at its meeting held on 19th May, 2022, has re-appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), as Internal Auditor of the Company for the financial year 2022-23.

27. 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.

28. 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 for the Financial Year2021-22.

29. DEPOSITS

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

30. 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.

31. 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

32. VIGILMECHANISM /WHISTLE BLOWERPOLICY

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.

33. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 ("BWR ESOP 2017")

The Shareholders of the Company, through Postal ballot dated 11th February, 2017 approved the formulated 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. The ESOP Plan involves acquisition of shares from the secondary market.

Accordingly, 75,000 options have been granted this year under this plan by the BWRL Finance Committee to the eligible employees of the Company. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

As per the ESOP Plan, 35% of these options will vest at the end of the first year and the balance 35% at the end of the second year and 30% at the end of third year.

Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP Plans are to be exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013 is not applicable. There is no material change in the aforesaid ESOP Plans and the same are in compliance with the ESOP Regulations.

Further, 12,56,750 shares have been allotted during the year to the eligible employees whose options were duly vested under the BWRL ESOP Plan.

The details of the plan form part of the Notes to accounts (Note no. 45) of the financial statements in this Annual Report and the BWRL Employees Stock Option Plan - 2017 is available on the website of the Company i.e. www.bharatwireropes.com.

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

34. 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.

35. 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 at the focus of our company and we are trying hard to make giant strides in this area. We have done following improvements which needs to be highlighted:

1. We have stopped the heater and started using the Flue gas of Zinc bath of our furnaces saving us the need for continuous operation of heater.

2. We have installed drive and made it on a closed loop system in our water reservoir.

(B) Technology Absorption:

BWR has taken one step further towards technological increase in productivity and reduce equipment down time. Developed in house Industry 4.0 system to increase productivity and reduce downtime. The system is a result of connection of the machines in a network and analyzing data and creating pointers for operation team to take necessary actions based on real time data. The unique solution is helping BWR to set new benchmarks in production by leveraging cutting edge technology.

(B) Foreign Exchange Earnings and Outgo:

Sr. No. Particulars 2021-22 2020-21
1 Foreign Exchange Earnings(Inflow) 30,73,13,457 16,08,65,144
2 Value of Direct Import (C. I. F. Value) 3,40,22,296 5,89,63,344
3 Expenditure in Foreign Currency (Outflow) 2,16,25,403 35,67,282

36. 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.

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 2021-22.

37. 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.

38. 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.

39. 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).

40. 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.

41. 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 co-operation 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.