Bharat Wire Ropes Ltd Directors Report.

Dear Members,

The Directors of your Company are pleased to present the 33rd Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (" F.Y.") ended March 31, 2019.

1. FINANCIAL PERFORMANCE

The performance of the Company is summarized below: (Amount in Rs. in Lakhs)

Particulars 2018 - 19 2017 - 18
Income from Business Operations 24,063.88 16,791.99
Other income 91.88 2,072.90
Total Revenue 24,155.75 18,864.90
Profit before Interest, Depreciation and Taxes 1,959.69 3,783.74
Less: Interest 7,262.92 2,518.43
Less: Depreciation 2,102.77 1,234.79
Profit before Tax (7,406.00) 30.52
Less: Extra-ordinary Item (Goodwill Written Off) - -
Less: Current Income Tax - 2.80
Less: Minimum Alternative Tax - (2.80)
Credit Entitlement
Less: Deferred Tax (2,950.42) 5.61
Profit after Tax (4,455.58) 24.91
Other Comprehensive Income / (Expenses) for the Year, Net of Tax 4.01 (11.43)
Total Comprehensive Income for the Year, Net of Tax (4,451.57) 13.49

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. 2018-19 at Rs. 24,155.95 Lakhs was higher by 28.05% over the previous years total revenue (Rs. 18,864.90 Lakhs). The Company suffered a loss of Rs. 4,455.58 Lakhs, as compared to profit of Rs. 24.91 Lakhs in the previous year.

3. COMPANYS STATE OF AFFAIRS

Bharat Wire Ropes Limited the (the "Company" or "BWR") is one of the largest manufacturers of Wire, Wire Ropes, Stranded Wires and slings in India, with an increasing global presence, catering more than 30 countries globally. The Company exports its varied products to USA, Singapore, Australia, South Africa, Kuwait, New Zealand, Vietnam, Bangladesh and Nepal.

4. SHARE CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2019, was Rs. 44,95,22,480/- consisting of 4,49,52,248 Equity Shares of Rs. 10 each. The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) since April 1, 2016.

During the F.Y. 2018-19, the Members of the Company has passedan ordinary resolution on May 15, 2018 through Postal Ballot,to increase the Authorised Capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 52,00,00,000/- (Rupees Fifty Two Crores) divided into 5,20,00,000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There was no change in the Paid-up Share Capital during the year under review.

5. 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 March 31, 2019 The ratings given by BRICKWORK for long-term borrowings and short-term borrowings of the Company are BWR BBB and BWR A3+respectively. There was revision in the said ratings during the year under review is given in the below table.

Particular March November February
2018 2018 2019
Fund Based BWR BWR BB+ BWR D
(Long-Term) BBB
Non-Fund Based BWR BWR A4+ BWR D
(Short-Term) A3+

6. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURE

The Company does not have any subsidiary or associate company. The company has not entered into joint venture.

7. RESERVES AND DIVIDEND

With a view to conserve the resources of the Company,your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2019. Further, there is no amount from profit and loss, which is transferred to General Reserves during the year under review.

8. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 6 (Six) times viz. on April 7, 2018; May 30, 2018; August 13, 2018; November 13, 2018; and February 09, 2019,the details of the meetings of the board of director productivity. of the company convened during the financial year 2018-19 are given in the Corporate Governance Report which forms part of this Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The list of Directors & Key Managerial Person of the Company as on March 31, 2019 are as follows:

1. Mr. Murarilal Ramsukh Mittal Managing Director
(DIN: 00010689)
2. Mr. Mayank Mittal Joint Managing Director
(DIN: 00127248)
3. Sumit Kumar Modak Whole-time Director
(DIN: 00983527)
4. Venkateswararao Laxmanamurty Kandikuppa Whole-time Director
(DIN: 06456698)
5. Satyendra Shridhar Nayak Additional Director (ID)
(DIN: 08194706)
6. Sanjiv Swarup Director (ID)
(DIN: 00132716)
7. Shivkumar Ramkishan Malu Director (ID)
(DIN: 05345172)
8. Ruhi Mittal Director (NED)
(DIN: 05345172)
9. Mahender Singh Arora CEO(KMP)
(PAN: AABPA9704C)
10. Rakesh Kumar Jain CFO(KMP)
(PAN: ABBPJ5834H)
11. Shailesh Vallabhbhai Rakhasiya CS (KMP)
(PAN: ALUPR5390R)

ID : Independent Director

NED : Non Executive Director

During the period under review following changes took in the Composition of the Board:,

- Mr. Ajai Kumar (DIN: 02446976) resigned as an Additional Director (Non-Executive Independent Director) effective from April 6, 2018.

- Mr. Supratik Chatterjee (DIN: 06934992), Chairman & Independent Director, resigned from the directorship of the Company with effect from May 31, 2018.

- Mr. Asit Pal, Chairman and Independent Director (DIN:00742391), resigned from the directorship of the company with effect from August 13, 2018

- Mr. Sanjiv Swarup (DIN:00132716), Independent Director of the Company was appointed as a Chairman of the Board with effect from August 13, 2018.

- The Board had, on recommendation of the

Nomination and Remuneration Committee (NRC), at its meeting held on August 13, 2018 appointed Mr. Satyendra Nayak (DIN:8194706) as an

Additional Director (Independent Director) of the Company with effect from August 13, 2018 who holds office up to the date of the ensuing Annual General meeting. The Board recommends his appointment to the members at the ensuing 33rd Annual General Meeting.

- Mr. Sushil Sharda, Whole Time Director, (DIN:03117481) resigned from the directorship of the company with effect from November 13, 2018.

10. 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, Ms. Ruhi Mittal(DIN: 07159227) Non Executive Directoris liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for re-appointment. The reappointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 33rd AGM of the Company, for a brief profile of the Director.

11. 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.

12. 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.

13. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on March 31, 2019 in Form MGT - 9 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.bharatwireropes.com

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with a Certificate from Statutory Auditor and Management Discussion and Analysis as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are annexed and form part of this Annual Report.

15. 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.

16. 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, 2019 are prepared in accordance to the same.

17. 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, 2019;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, 2018 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 and operating efficiently;

(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.

18. AUDITORS Statutory Auditors

M/s. Sureka Associates, Chartered Accountants, Mumbai (Firm Registration No.: 110640W) were appointed as Statutory Auditors of the Company from the conclusion of Annual General Meeting held on September 30, 2014, for a term of 5 (five) years, to hold the office until the conclusion of the Annual General Meeting to be held in the year 2019. Accordingly, the auditor holds office upto conclusion the ensuing Annual General Meeting. The Board of Directors, on recommendation of Audit Committee, in its Meeting held as on May 25, 2019 had appointed M/s. Sureka Associates, Chartered Accountants, Mumbai (Firm Registration No.: 110640W)for the second consecutive term starting from the conclusion of this Annual General Meeting, until the conclusion of the 34th Annual General Meeting, subject to approval of the Members at the ensuing Annual General Meeting,

The Board recommends the appointment of Auditor to the members at the ensuing 33rd Annual General Meeting M/s. Sureka Associates, Chartered Accountants has confirmed their eligibility and consent under Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as the Auditors of the Company for the financial year 2019 2020. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Further, the report of the Statutory Auditors along with the notes is enclosed with the Financial Statements.

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31 March, 2019.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Comments on Statutory Auditors Report:

Observations Comments
The Company defaulted in repayment interest The Company could not generate has the sufficient funds to honour the of loans / repayment of Loans/ interest, therefore company has submitted restructuring proposal to Banks.

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. APC & Associates, Practicing Company Secretaries (Membership number: A45143; Certificate 21555), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2019 and issued the Secretarial Audit Report in Form MR-3 as the aforesaid provisions. The Secretarial Audit Report is annexed to this report. Comments on Secretarial Auditors Report:

Observations Comments
The Company has duly prepared the Annual Report for the F.Y. 2017-18 as per the applicable provisions of Companies Act, 2013, however, the significant accounting policies were not present in the Annual Report duly sent to all the shareholders of the Company. The Company has duly prepared all the necessary accounting policies as per the applicable provisions of Companies Act, 2013. The same is the part of the Annual Report and available on public domain. It may be noted that the said accounting policies were missing in the copies of annual report and the same was due to some printing issues.
As per regulation 23 (2) of SEBI (Listing Obligations and Disclosure Requirements), 2015, the company has not taken prior approval of Audit committee for the related party transactions proposed to be entered by the company. The Company duly obtained all the necessary approvals from board as required under the provisions of SEBI (LODR) as well as Companies Act, 2013 respectively. The audit committee was duly informed about the said transactions. It is pertinent to note that all the said transactions are at arms-length price and in ordinary course of business.

Pursuant to the circular issued by the SEBI dated 8 February, 2019, Secretarial Auditor has issued the "Annual Secretarial Compliance Report" and the same was submitted to the stock exchanges in time.

Cost Auditors:

The Board of Directors had appointed M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No. 100106), as the Cost Auditors of your Company for the financial year 2018-19 to conduct the audit of the cost records of your Company.

Pursuant to Section 148 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Cost record and Audit) Rules, 2014, the Board of Directors of your Company has appointed M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No. 100106) as the Cost Auditor for the financial year 2019-20 on the recommendations made by the Audit committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding INR 70,000/- (Rupees Seventy Thousand only) excluding taxes and out of pocket expenses, if any. Your directors recommend approval of said remuneration to the Cost Auditors of the Company.

Your company has received consent from M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No. 100106), to act as the Cost Auditor of your company for the financial year 2018-19 and 2019-20 along with certificate confirming their 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 2018-19 and their report is reviewed by the audit committee from time to time.

19. 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

20. 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, Chairpersons 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.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarisation Programme for Independent Directors, which also extends to other Non-Executive Directors aims to familiarise 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 familiarisation programme for the Directors are given in the Corporate Governance Report, which forms part of the Annual Report.

22. 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 plays an importantrole inevaluation 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.

23. 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.

24. DEPOSITS

Your Company did not hold any public deposit at the beginning of the year nor has it accepted any public deposits during the year under review.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

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 statement.

26. 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

27. 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.

28. 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. As on March 31, 2019 Your Company has granted 20,82,500 number of options to employees so far.

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 in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with SEBI circular dated 16 June, 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 and placed at the ensuing 33rd Annual General Meeting for inspection of Members.

29. 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.

30. 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 Section 134(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 installed Energy efficient transformer in order to reduce the loss for power transformation on our projects.

(B) Technology Absorption:

BWR has taken one step further towards technological increase in productivity and reduce equipment down time. Developed in house android based Material and maintenance management application. A user friendly Monitor by measures including performance of the equipment, workforce productivity, material requirement 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).

Protect assets Increase equipment life time
Improve system reliability
Finally increase the production. Decrease cost of replacement and

There have been no other technology changes in the Company during the year under review, but Company is under process to bring more technological revolution by installing high end technology for its plant in Chalisgaon, Maharashtra.

(C) Foreign exchange earnings and outgo:

(Amount in Rs.)

Particulars 2018-19 2017-18
1. Foreign Exchange Earnings (Inflow) 25,32,41,831 51,52,60,841
2. Value of Direct Import (C. I. F. Value) 29,45,61,705 21,57,21,318
3. Expenditure in Foreign Currency (Outflow) 8,51,75,263 2,69,08,540

31. 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. For the year under review, no case of Sexual harassment was reported to the Internal Complaints Committee.

32. 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 2018-19:

Name of the Directors Ratio to the median Remuneration
Non-Executive directors N.A. as they have only received sitting fees for attending meetings ofthe Board and its Committees during the Financial Year 2018-19
Executive directors
Mr. Murarilal Mittal 28.22
(Managing Director)
Mr. Mayank Mittal 26.60
(Jt. Managing Director)
Mr. Sushil R. Sharda 12.80
(Whole-Time Director)
Mr. Sumit Kumar Modak 13.51
(Whole-Time Director)
Mr. Venkateswararao 7.72
Kandikuppa
(Whole-Time Director)

(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 Secretary % increase in Company 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 2018-19
Mr. Murarilal Mittal 0.00
(Managing Director)
Mr. Mayank Mittal 0.00
(Jt. Managing Director)
Mr. Sushil R. Sharda 0.00
(Whole-Time Director)
Mr. Sumit Kumar Modak 0.98
(Whole-Time Director)
Mr. Venkateswararao 7.87
Kandikuppa
(Whole-Time Director)
Mr. Mahender Singh Arora 26.50
(Chief Executive Officer)
Mr. Rakesh Kumar Jain 8.92
(Chief Financial Officer)
Mr. Shailesh Rakhasiya 34.98
(Company Secretary &
Compliance Officer)

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

Particulars 2018-19 2017-18 % Increase
(Rs.) (Rs.) / Decrease
Median remuneration of all employees per annum 2,83,476 2,92,622 (3.13)

(iii) The number of permanent employees on the rolls of Company: There were 588 (Five Hundred & Eighty Eight) permanent employees as on March 31, 2019.

(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 are any exceptional circumstances for increase/decrease in the managerial remuneration:

The average increase in the salaries of employees excluding Managerial Personnel during Financial Year 2018-19 was 0.61 %.

The average increase in the Remuneration of Managerial Personnel during the Financial Year 2018-19 was 3.82 %.

The increase in the remuneration of Managerial Personnel was due to the increase in the remuneration of Managing Director and Whole-Time Director which was based on Companys Performance and their Individual Performance.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

33. MATERIAL CHANGES AND COMMITMENTS

There were no other material changes or commitments affecting the financial position of your Company which have occurred during the financial and July 12, 2019, being the date of this Annual report.

34. 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 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.

35. 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.

36. 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).

37. MISCELLANEOUS::

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

Your Company did not allotany equity share as sweat equity shares.

Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;

38. APPRICIATION AND ACKNOWLEDGEMENT

Your Directors are grateful to confidence in the Company over the Investors for their continued patronage and 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, vendors and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill upgradation 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 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 Venkateswararao Kandikuppa
Managing Director Whole-time Director
DIN: 00010689 DIN: 06456698
Date: July 12, 2019
Place: Mumbai