BWL Ltd Directors Report.

Dear Members,

Your Directors hereby present the 47th Annual Report of your Company for the financial year ended 31st March, 2019

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2019 is summarized below:

Financial year Ended 31st March 2019 (Rs.) Financial year ended 31st March 2018 (Rs.)
Turn Over - -
Profit / (Loss) before interest, Depreciation & Taxes 5330876 (7265304)
Add/Less Depreciation & Amortisation Expenses (480181) 345637
Profit / (Loss) for the year 4850695 (7610941)
Balance Brought forward from last year (439311044) (431700103)
(Loss) carried to Balance Sheet (434480349) (439311044)

DIVIDEND:

In view of accumulated loss, your Directors regret their inability to recommend any dividend.

3 OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

With the Repeal of SICA, giving way to NCLT, the company is no more subject to restrictive provisions of SICA. As such the scheme of rehabilitation of the company which was under consideration of BIFR has now become abundant. The management is now exploring the possibilities to enter into new product line

The para hardly calls for addressed considering prolonged closure of the unit.

4. DISCLOSURES:

Related Party Transactions including those covered u/s 188 (1) of Companies Act,2013

The related party transactions during the year within the meaning of Section 188 (1) of Companies Act,2013 have been disclosed in Annexure D to the Boards Report in form AOC-2. The Company has formulated a Policy on materiality of Related Party Transactions and other parapharnarials while dealing in Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Clause 49 of the erst while Listing Agreement and Regulation 29 of SEBI (Listing Obligations & Disclosure requirements) Regulations , 2015(herein after referred as SEBI

Regulations, 2015) which have been put in the Companys web site.

Disclosures by Senior Management & Key Managerial Personnel

The Senior Management Personnel make disclosures to the Board periodically regarding:

their dealings in the Company‘s shares if any; and all material financial and commercial and other transactions with the company if any.

where they have personal interest, stating that the said dealings and transactions, if any, had no potential conflict with the interest of the Company at large.

The material, financial and commercial transactions where Key Managerial Personnel have personal interest forms part of the disclosure on related parties referred to in Notes to Annual Accounts, which was reported to the Board of Directors.

Disclosure of accounting treatment in preparation of financial statements

The Company has implemented the applicable accounting standards as notified under the Companies (Indian Accounting Standards) Rules 2015 as specified in section 133 of the Companies Act, 2013 red with relevant issued there under in preparation of its financial statements except for two treatments reasons there - of have been explained in Note 25 and 30 of the financial statements.

Details of non-compliance by the Company

BWL has generally complied with all the requirements of regulatory authorities. No penalties/ strictures were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital market during the last three years. However, during the financial year 2015-16 BSE Limited was imposed penalty for delayed submission of Audited Financial Result for the year ended 31st March, 2015 . Company has applied for waiver of penalty amount on the ground of its Sick Status which is pending before the appropriate Forum. During the current financial year 2018-19 BSE has imposed patently of Rs 108560 for non appointment of compliance officer in accordance with Regulation 6(1) of the SEBI (LODR) Regulations , 2015. The company has applied for waiver of penalty for non appointment of Qualified Company Secretary as a compliance officer due to non availability any such person in spite of best effort made by the company by way of publishing advertisement in E-News Let as well as portal of ICSI.

Code for Prevention of Insider-Trading Practices

In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act, 2013, the Company has in place a comprehensive Code of Conduct for Prevention of Insider Trading, for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of BWL, and cautioning them of the consequences of violations. The CFO has been appointed as the Compliance Officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, which has been effective from 15th May, 2015.

Whistle-Blower Policy / Vigil Mechanism

BWL has established a forum to which Directors, employees, business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal through direct Touch initiative. All Directors, employees, business associates have been enabled to have direct access to the Chairman of the Audit Committee, the forum of this has been named Direct Touch team . The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns about unethical behaviour, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. The Committee has, in its Report, affirmed that no person has been denied access to the Audit Committee.

CEO/ CFO certification

The CEO and CFO certification on the financial statements and the cash flow statement for the year is placed at the end of this Report.

Legal Compliance Reporting

The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all applicable laws and regulations. Any non-compliance is taken up by the Board with utmost business fixation of accountability and reporting of steps taken for rectification of non-compliance.

5. PUBLIC DEPOSIT:

Not applicable

6. DIRECTORS:

There is no change in the director and Key managerial personnel during the year.

7. BUSINESS RESPONSIBILITY REPORT: Not applicable

8. INDUSTRIAL RELATION:

Industrial relations remain more or less cordial during the year.

9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Please refer Annexure (A) to this Report.

10. ANNUAL EVALUATION OF BOARDS PERFORMANCE:

The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors.

Performance of each Independent Director is subject to evaluation by the entire Board, excluding the Director being evaluated.

Performance evaluation by the Board in terms of criteria laid down is the determining factor of extending , continuing, discontinuing and revisioning terms of appointment, of a director after expiry of his term.

11. NUMBER OF MEETINGS OF THE BOARD

4 (Four)

12. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the earst while Listing Agreement.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial Year ended 31st March, 2019, the applicable Indian Accounting Standards and Schedule III of the Companies Act, 2013, have been followed.;

(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 your Company as at 31st March, 2019 and of the profit and loss of the Company for the financial year ended 31st March, 2019;

(c) proper and sufficient care has been taken for the 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;

(d) the annual accounts have been prepared on a ‘going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

14. AUDITORS AND AUDITORS REPORT: Auditors

The Audit Committee and the Board of Directors recommended to ratify the appointment of M/ s .Basu Chanchani, Deb & Co., Chartered Accountants as the Auditors of your Company in accordance with Rule 3 (7) of Companies (Audit and Auditors) Rules, 2014.

The observations of the Auditors when read with the corresponding reference in Notes on Accounts will be found self explanatory.

Secretarial Audit:

CS. Pawan Dalmia, Practising Company Secretary has conducted the Secretarial Audit of your Company for the year 2018-19. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report. The observations of the Auditors and further comments thereon will be found self explanatory.

15. EXTRACT OF ANNUAL RETURN:

Pease refer Annexure [C] to this Report.

16. RELATED PARTY TRANSACTIONS:

The details of related party transactions as required under Ind AS 24 are set out in Note 21 to the Financial Statement forming part of this Annual Report.

The Form AOC – 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out as Annexure (D) to this Report.

17. LOANS AND INVESTMENTS:

Not applicable.

18. RISK MANAGEMENT:

The Risk Management Committee constituted on 6th August,2015 and the role of the committee is as under :

1. Preparation of Risk Management Plan, reviewing and monitoring the same on regular basis.

2. To update Risk Register on quarterly basis.

3. To review appropriateness of risk factors identified by management.

4. To take cognizance of internal and extraneous situation in domestic and global context with propersity to aggravate risk factors.

5. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee on quarterly basis

6. To report key changes in critical risks to the Board on quarterly basis.

7. To report critical risks to Audit Committee in detail on yearly basis.

8. To perform such other functions related to risk scenario as may be deemed or prescribed fit by the Board

19. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUT GO:

Please refer Annexure [E] to this Report.

21. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

Nil

22. Details in respect of adequacy of internal financial control (IFC) with reference to the financial statements (Rule 8 (5) (viii) of Companies (Accounts) Rules , 2014

Despite meagre activity level due to prolonged suspension of work IFC mechanism is sound enough to ensure true and fairness of financial statements. In limited context Companys functioning .

Details of control mechanism in existence include :

a) Periodic physical verification of Fixed Assets and comparison there of with book records at least once in a year :

b) Periodic physical verification of inventories at least once in a year and comparison there of with book records.

c) Quarterly physical verification of cash

d) Keeping Bank Reconciliation statement up to date on monthly basis

e) Keeping accounts up to date on regular basis

f) Timely payment of all statutory dues without default

g) Regular assessment of Risk factors on possible crystallisation of liabilities under dispute by way of consultation with concerned legal Practitioners

h) Restricting issuance of Cheque under joint authority of whole Time Director and CFO .

i) Compliance of all formalities laid down under Companies Act and Listing Obligations so far possible without any default.

j) Ensuring proper Security arrangement for safe - guarding the assets and regular inspection by WTD (also a qualified engineer) of Assets to take measure against possible detoriation in their operability.

True that control matrixs could not be developed to plug every loopholes which is attributed to dismal financial standing of the company including restriction on usability of available fund as well imposed by authorities.

k) Gearing up financial control through cost curtailment measure.

Self evolution of Board including its Committee and Individual members section (134 (3) (P) of Companies Act,2013)

Being under prolonged closure , time is not ripe to assess performance of overall Board or any Committee of Board or any individual member of Board except for affort of management to overcome present impasse arising due to pending decision from BIFR, the progress of proceedings at the end of directorate being observed miserably slow and finally w.e.f 01/12/ 2016 SICA has been repealed and Insolvency and Bankruptcy Code, 2016 has been introduced. As per new enactment a company in respect of which such appeal or reference or enquiry stand abated may make reference to Company Law Tribunal under the insolvency and Bankruptcy Code, 2016 has been introduced. As per new enactment a company in respect of which such appeal or reference or inquiry stand abated may make reference to Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 within one hundred and eighty days from the commencement of the Code in accordance with the provision of the Code i.e. default in payments of financial debt or operation debt. As your Company has no financial debt or undisputed operational debt , as such not covered under the Code.

23. The evolution exercise had been predominantly restricted to adherences of statutory compliances.

a) Board sat and took up issues in due cognigence of statutory requirement and other utilitarian considerations without default or negligence.

b) Each committee of the Board performed duties entrusted to each by Board , listing obligations and Companies Act,2013 and no deficiencies in prima facie noticeable in their functioning .

c) Each of Independent members of the Board did their best to assist Board in performance of its duties and responsibilities according to exigency of situation – legal and practical.

Each Whole Time Director did their best to perform responsibilities conferred on them in executive capacity as well as member of the Board.

24. Risk Management Policy - Development & Identification of Risk that may Jeopardise Companys existence (134 (3) (N)) a) Statutory Liabilities in dispute as refereed to in financial statement :

Legal opinions are in favour of practically absence of any Risk on account of vexatious grounds of raising of demands by the directorate. As such same do not deserve to be reckoned as genuine in risk factor as per opinion of the management.

b) Comprehensive Business Continuity Plan ((CBCP) and Disaster Recovery Plan (DRP) : i) CBCP

True that due to prolong closure , market contract has suffered to some extend . However years old track record of the Company read with absence of not many similar Unit coming up within interim period establishing the companys market in terms of its former – self is likely to meet any serious challenge.

However foundation of such plan in comprehensive contest is awaited.

ii) DRP

Issues which may prove disasters to the destiny of Company include Govt. Policy , Technological metamorphosis, cyber risk.

Notwithstanding absence of any definite remedy plan on aforesaid risk predicaments the company is trying to save its existing fund base adjust with new dispensation in days ahead.

However, cyber protection measure is costly a device to initiate at this point of financial standing of the Company

25. APPRECIATION:

Your Directors express their appreciation for support extended by the employees, customers, vendors and other agencies. The members wish to place on record their sincere appreciation for the wise council, guidance and cooperation extended, by all .The Board express as thanks and gratitude to share holders for their continued confidence reposed on the management.

For and on behalf of the Board

(SUNIL KHETAWAT)

Managing Director

Place: Kolkata

Date:29th May, 2019