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 |
+91-9892691696
