Bombay Wire Ropes Ltd Directors Report.

To the Members,

The Directors of the Company are pleased to present the 56th Annual Report of the Company along with the Audited

Financial Statements for the Financial Year ended 31st March, 2017.

FINANCIAL RESULTS

Particulars ( Figures in Rupees Lacs )
For the year ended 31st March, 2017 For the year ended 31st March, 2016
Profit/ (Loss) before Tax (11.26) (38.23)
Income Tax for earlier years (0.19) (20.90)
Provision for Tax - -
Balance carried to Balance Sheet (11.45) (59.13)

DIVIDEND

The Board of Directors do not recommend declaration of any dividend.

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.

SHARE CAPITAL

The paid up equity share capital as at March 31, 2017 stood at Rs. 53.40 lacs. During the year under review, the Company 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, 2017, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

The Company has sub-divided the equity shares of Rs. 10/- into equity shares of Rs. 1/- each through a ballot process with consequential alterations in Memorandum and Articles of Association of the Company during the year.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on a historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner the form and substance of transactions and reasonably present the state of affairs, profits and cash flows of the Company for the year ended March 31, 2017.

There is no audit qualification in respect of the standalone financial statements by the statutory auditors for the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility do not apply to the Company.

CORPORATE GOVERNANCE

Pursuant to the provisions of clause 49 of the Listing Agreement read with Circular no. CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014, the code of Corporate Governance is not applicable since the paid up equity share capital of the Company is below 10 crores and its net worth is below 25 crores on the last day of the previous financial year.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure "A" to this Report.

DIRECTORS

Appointment of Directors

Shri Raj Kumar Jhunjhunwala (DIN 01527573) is being reappointed as Whole Time Director for a period of 3 years.

Necessary resolution for his reappointment is placed before the shareholders for approval.

Shri Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment.

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 in the fields of manufacturing, marketing, finance, taxation, law, governance and/or general management 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.

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).

NUMBER OF MEETINGS OF THE BOARD

Ten (10) Board Meetings were convened and held during the year. The Board has constituted an Audit Committee. 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.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Kay 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 OR INVESTMENTS

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

FIXED DEPOSITS

The Company has not accepted any public 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.

Your Directors state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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. 19.3 of the accompanying financial statements.

SEGMENT WISE RESULTS

AS-17 issued by the Institute of Chartered Accountants of India is not applicable to the Company since its turnover for the immediately preceding accounting period on the basis of the audited financial statements does not exceed Rs. 50 crores.

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.

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, 2017, 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 the directors have prepared the accounts for the financial year 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

In the last AGM held on 29th September, 2016, M/s. Singhi & Co., Chartered Accountants, had been appointed as Statutory Auditors of the Company for a period of 1(one) year. A Special Notice under section 140(4) of the Companies Act, 2013 has been received proposing M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No. 101048W) as auditors of the Company in place of M/s. Singhi & Company who in terms of section 139(2)(b) can not be reappointed for more than 2 terms of five consecutive years. As required under section 139 of the Companies Act, 2013, the Company has obtained a written confirmation from M/s. Batliboi & Purohit that their appointment, if made, would be in conformity with the limits specified in the said section. Members are accordingly requested to ratify their appointment as Statutory Auditors and fix their remuneration.

The Report of the Statutory Auditors forms a part of the Annual Report. The observations made in the Auditors Report are self explanatory and do not call for any further comments.

b. Cost Auditors

Cost Audit is not applicable to the Company for the financial year 2017-18 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 Auditors Report for the financial year ended 31st March, 2017 does not contain any qualification, reservation, adverse remarks or disclaimer.

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.

REVOCATION OF SUSPENSION IN TRADING

The equity shares of the Company are listed with Bombay Stock Exchange (BSE). Trading in shares had however remained suspended for some period. During the previous year, the Company had started the process for the revocation of the aforesaid suspension and an in-principal approval was received by it from the BSE. The resumption of trading formalities have been complied with during the year and the Company has got the final approval of the BSE for the trading of its equity shares on the Exchange.

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 "B" to this Report.

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.

By Order of the Board of Directors
Mumbai, the 31 July, 2017 For BOMBAY WIRE ROPES LIMITED
Registered Office :
401/405, Jolly Bhavan No. 1, Raj Kumar Jhunjhunwala Dr. Anurag Kanoria
th
4 Floor, 10, New Marine Lines, Wholetime Director Director
Mumbai – 400 020. DIN: 01527573 DIN: 00200630