Bombay Wire Ropes Ltd Directors Report.
To the Members,
The Directors of the Company are pleased to present the 58th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2019.
|(Figures in Rupees Lakhs)|
|Particulars||For the year ended 31st March, 2019||For the year ended 31st March, 2018|
|Profit before interest, depreciation and taxation||8.84||5.43|
|Profit/ (Loss) before Tax||7.16||3.65|
|Balance carried to Balance Sheet||7.71||5.60|
The Board of Directors do not recommend declaration of any dividend.
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.
The paid up equity share capital of the Company as at March 31, 2019 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, 2019, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review, the Company has earned net profit of Rs. 7.71 Lakhs as compared to the profit of previous year of Rs. 5.60 Lakhs.
There are no significant changes in any of the financial ratios during the year as compared to previous year.
The Directors of the Company are exploring all possibilities of turning around the Company.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility do not apply to the Company.
The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, which forms part of the Directors Report as an "Annexure A".
EXTRACT OF 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".
Appointment of Directors
Dr. Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment. A brief resume of Dr. Anurag Kanoria, who is proposed to be reappointed, is provided in the Notice of the 58th 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.
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
Six (6) 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
3. Stakeholders Relationship Committee
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 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.
The Company has not accepted any public deposit during the financial period under review.
The properties of the Company have been adequately insured.
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. 18.3 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.
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, 2019, 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.
a. Statutory Auditors
M/s. Batliboi & Purohit, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 57th AGM held on 27th September, 2018 to hold office from the conclusion of that AGM till the conclusion of the 58th AGM to be held in the year 2019. Pursuant to the applicable provisions of the Act, on the recommendation of the Audit Committee of the Board, it is proposed to reappoint M/s. Batliboi & Purohit, Chartered Accountants, (Firm Registration No. 101048W as the Statutory Auditors of the Company to hold office from the conclusion of the 58th AGM until the conclusion of the 61st AGM. This is to comply with the provisions of Section 139(2) which provide that the appointment of auditors is to be for a period of five year and the last year the same was made only for one year. The Company has received a letter from M/s. Batliboi & Purohit, confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Necessary resolution for the appointment of M/s. Batliboi & Purohit as the Statutory Auditors is included in the Notice of the ensuing AGM.
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, 2019 form part of this Annual Report.
The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.
b. Cost Auditors
Cost Audit is not applicable to the Company for the financial year 2019-20 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, 2019 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.
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.
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 2019-20 has been paid.
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 2018-2019, no complaints were received by the Company related to sexual harassment.
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|
|For BOMBAY WIRE ROPES LIMITED|
|Mumbai, the 28th May, 2019|
|Registered Office :|
|401/405, Jolly Bhavan No. 1,||Raj Kumar Jhunjhunwala||Dr. Anurag Kanoria|
|4th Floor, 10, New Marine Lines,||Wholetime Director||Director|
|Mumbai 400 020.||DIN: 01527573||DIN: 00200630|