bombay wire ropes ltd share price Directors report


To the Members,

The Directors of the Company are pleased to present the 62nd Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS

Particulars (Figures in Rupees 000)
For the year ended 31st March, 2023 For the year ended 31st March, 2022
Revenue from operations
Other Income 1,078.66 2,550.39
Total Income 1,078.66 2,550.39
Profit/(Loss) before Interest, Depreciation & Tax (3,053.36) (1,448.42)
Finance Charges
Depreciation 172.63 165.59
Profit/ (Loss) before Tax (3,225.99) (1,614.01)
Tax Expense/MAT Credit written off 47.71 21,004.07
Profit after Tax (3,273.70) (22,618.08)
Other Comprehensive Income/(Loss) net of Tax 5,672.93 24,933.94
Total Comprehensive Income/(Loss) for the Period 2,399.23 2,315.86

DIVIDEND

To conserve the resources for the future business requirement, the Board of Directors do not recommend declaration of any dividend for the year.

OPERATIONS

The Board of the Company is in the process of evaluating alternative business opportunities which the Company may choose to enter into in the future.

TRANSFER TO RESERVE

The Board of the Company do not propose to transfer any amount to the General Reserve.

SHARE CAPITAL

The paid up equity share capital as at March 31, 2023 stood at Rs. 53,39,500/-. During the year under review, the Company has not altered its share capital. It has not issued any shares including shares with differential voting rights nor has granted stock options or sweat equity shares to any employee nor does it have any scheme to fund its employees to purchase the shares of the Company. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

HOLDING / SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The Board of Directors has reviewed the affairs of the holding Company during the year namely New India Exports Private Limited.

During the year under review, no company has ceased to be subsidiary or an associate company of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year under review, the loss before tax is Rs. 3,225.99 Thousand against a loss of Rs. 1614.01 Thousand in the previous year.

In compliance with the new Indian Accounting Standards, a fair value of investments has been done as on the date of the Balance Sheet as a result of which there is an unrealized profit of 4,962.03 Thousands on investments made by the Company in the equity share market.

CHANGE IN NATURE OF THE BUSINESS OF THE COMPANY

There is no change in the nature of business of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the Company.

CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. The Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013.

ANNUAL RETURN

In terms of provisions of section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the annual return in form MGT-9 is annexed herewith and forms a part of this Report. Annexure "B".

DIRECTORS

Appointment of Directors

Shri Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment. A brief resume of Shri Anurag Kanoria, who is proposed to be reappointed, is provided in the Notice of the 62nd Annual General Meeting of the Company.

Shri Raj Kumar Jhunjhunwala (DIN 01527573), was appointment as Whole Time Director, whose period of office expires on 31st July, 2023. A brief resume of Shri Raj Kumar Jhunjhunwala, who is proposed to be reappointed, is provided in the Notice of the 62nd Annual General Meeting of the Company.

Policy on appointment and remuneration of Directors

Criteria for appointment of Independent Directors

With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration Committee appoints independent directors who are of high integrity and with relevant expertise and experience so as to have a diverse Board.

Criteria for appointment of Whole Time Directors

The Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise and experience as well as leadership qualities for such position and takes into consideration recommendations, if any, received from any member of the Board in this regard.

Declaration from Independent Directors

Each independent director has given a declaration that he/she meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) and other applicable regulations, if any, of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors, the Board as a whole and also the secretarial department. Based on the said criteria, the exercise of evaluation is carried out through a structured process covering various aspects of the functioning of the Board such as the composition of the Board and Committees, experience & expertise, performance of specific duties and obligations, governance & compliance issues, attendance, contribution at meetings etc. The performance evaluation of the non-independent directors was carried out by an independent director at a separately convened meeting in which the performance of the Board as a whole was also evaluated and the performance of the secretarial department was also reviewed. The performance of the independent directors has been carried out by the entire Board (excluding the director being evaluated).

DETAILS OF BOARD/COMMITTEE AND ITS MEETING

Four (4) Board Meetings were convened and held during the year. There has not been any instance during the year where a recommendation of the Audit Committee was not accepted by the Board. The interval between two meetings has been within the maximum period mentioned under section 173 of the Companies Act, 2013. The aforesaid details are given in "Annexure A".

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments if any covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

DEPOSITS

The Company has not accepted any deposit during the financial period under review.

INSURANCE

The properties of the Company have been adequately insured.

HUMAN RESOURCES

The Company treats its human resources as an important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps from time to time to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its human capital will effectively contribute to the long term value enhancement of the organization.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 136 of the Act. This Report is being sent to all the shareholders of the Company and others entitled thereto excluding such information. The said information is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof may write to the Company in this regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. No material related party transactions were entered into during the year by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Details of the transactions with related parties are provided in Note no. 18.3 of the accompanying financial statements.

SEGMENT WISE RESULTS

Ind AS-108 issued by the Institute of Chartered Accountants of India is not applicable to the Company.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company and an assessment of the same is periodically carried out by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator / Court which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IFANYAFFECTINGTHE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors confirm as under

i) that in the preparation of the accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) that the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that since presently there is no operation in the Company the financial statements are not prepared on a going concern basis.

v) that the directors have laid down internal financial controls which are adequate and were operating effectively.

vi) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

a. Statutory Auditors

M/s. Batliboi & Purohit, Chartered Accountants (Firm registration no. 101048W) were reappointed as Statutory Auditors of the Company for a term of 5(five) consecutive years, who shall hold office from the conclusion of this 61st Annual General Meeting till the conclusion of the 66th Annual General Meeting (to be held in calendar year 2027), on such remuneration as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.

Further, the reports given by the Auditors M/s. Batliboi & Purohit, Chartered Accountants on the Standalone financial statements of the Company for the year ended 31st March, 2023 form part of this Annual Report.

The Statutory Auditors Report for the Financial year ended 31st March, 2023 does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

b. Cost Auditors

Cost Audit is not applicable to the Company for the financial year 2022-23 as per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder as well as the Cost Audit Orders issued from time to time.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Secretarial Audit Report is annexed herewith as Annexure "C" to this report.

The Secretarial Auditor has qualified that the Company has not appointed Internal Auditor, required under Companys Act, 2013. The Management has responded that, presently, the Companys Directors are looking after the affairs of the Company. Since the Company does not have activities, the Company has not appointed Internal Auditor.

The Secretarial Auditor has qualified that the Company has not maintained any SDD Software (Structural Digital Database), mandatory for Listed Entities under Reg. 3(5) and 3(6) of SEBI (PIT) Regulations, 2015. The Management has responded that, the Company is planning to install the software after discussion with vendors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The internal control system of the Company is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraise risks and business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure "D" to this Report.

CODE OF CONDUCT

The Code has been prepared and is posted on the website of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts.

WHOLE TIME DIRECTOR AND CFO CERTIFICATION

The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Whole Time Director and Chief Financial Officer was placed before the Board, and the same is enclosed to this report and forms part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY (WBP)

The WBP is in place and is posted on the website of the Company and deal with instance of fraud and mismanagement, if any.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company.

All Board Directors and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO UNIFORM LISTING AGREEMENT

The Companys Equity shares are listed at Bombay Stock Exchange (BSE). The Annual listing fee for the year 2022-23 has been paid. The bill for the year 2023-24 has not yet been received.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2022-2023, no complaints were received by the Company in relation to any incident of sexual harassment.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATS AS AT THE END OF THE FINANCIAL YEAR.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUATIONS ALONG WITH THE REASONS THEREOF.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued support received by the Company during the year from all its other stakeholders.

Mumbai, 30th May, 2023
Registered Office :
401/405, Jolly Bhavan No. 1
4th Floor, 10, New Marine Lines
Mumbai - 400 020.
CIN : L24110MH1961PLCO11922
T: +91 22 2200 3231/4325
W: www.bombaywireropes.com
E: contactus@bombaywireropes.com
By Order of the Board of Directors
For BOMBAY WIRE ROPES LIMITED
Raj Kumar Jhunjhunwala Dr. Anurag Kanoria
Whole Time Director Director
DIN No. : 01527573 DIN No. : 00200630