BWL Ltd Management Discussions.

Hon’ble BIFR had directed to IDBI Bank Ltd (OA) to release the amount lying in no lien account with State Bank of India, Commercial Branch ,Bhilai for use by company in meeting working capital expenses and cost of repairs of factory shed and Plants & equipments.

Management hopes that with the sanction of Rehabilitation Scheme by the Hon’ble BIFR with packages of reliefs & concessions applied there in, the company will be able to operate in a profitable manner in days ahead.

a. Industry Structure and Developments:

Steel Wire market is closely allied with Power Cable industries, Electricity generation and Transmission system which are more or less stably placed at present.

Notwithstanding positive market syndrome the company has not been in a position to exploit the market for reasons discussed time and again . Management hopes to focus all its attention for optimum utilisation of existing market boom after sanction of Rehabilitation Scheme by the Hon’ble BIFR.

b. Opportunity and Threats:

Existing market boom provides fertile horizon for products dealt in by Steel Wire Division. Besides balancing of existing fixed capital outlay offers scope of diversification for production of new items having potential market.

Regarding threat refer to our discussion in risk and concern.

c. Out look :

Outlook of the management is to revamp steel wire division & diversification of product range towards Hardware fittings and Fixtures required for telecommunication, Power transmission and Railways etc & mobilize need based working capital from appropriate sources to support it’s aspiration.

d. Risks and concerns:

The silver line visible today towards rehabilitating the unit is subject to risk of change in Govt. Policy, cyclic & non cyclic fluctuation in fiscal to monetary system and availability of fund based support from appropriate quarters.

e. Internal control system and its adequacy:

It may be observed from the annexure to report of the statutory auditors submitted pursuant to Companies (Auditors Report Order ) 2015 issued by Central Govt. in terms of section 143 (11) of

Companies Act,2013 that internal control system of the company is adequate having regard to its size and nature of its business.

f. Discussion on financial performance with respect to operational performance:

Please refer to para 3 of Directors Report under section 134 of Company’s Act, 2013 high - lighting therein financial and operational performances.

g. Material development in Human resources/Industrial relation front, including number of people employed.

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

DISCLOSURES:

Related Party Transactions

The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

During the Financial Year 2014 -15, there were no such Related Party Transactions, either as per Companies Act, 2013 or Clause 49 of the Listing Agreement which were required to be approved by the Board of Directors or the Shareholders of the Company.

As there was no material related party transaction as such no confirmation as required as per Clause 49 of the Listing Agreement, has not been sent to the Stock Exchanges along with the Quarterly Compliance Report on Corporate Governance.

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 followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements except for AS15 for reason discussed in Note 24 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 has imposed penalty for Non submission of Audited Financial Result for the year ended 31st March,2015 and Non-appointment of Women Director within the stipulated time against that the company has requested to waive the penalty amount in view of Sick Status of the Company which are pending before the appropriate Forum.

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

The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, BWL has established a system through which Directors, employees, business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit Committee, and also to a three-member Direct Touch team established for this purpose. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, 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 personnel have 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 seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance.

8. SHAREHOLDERS

Appointment / Re-appointment of Directors

Shri Sunil Khetawat was re-appointed as a Whole Time Director designated as Managing Director of the Company for a period of 5 years w.e.f. 01.04.2011 on the remuneration and other terms and conditions as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sunil Khetawat as Whole Time Director of the company will expire on 31.03.2016, the Board of Directors of the Company in its meeting held on 6th August,2015 has reappointed him as a Whole Time Director designated as Managing Director and Chief Executive Officer (CEO) of the Company for a further period of five years w.e.f. 1st April , 2016 on the remuneration and terms and conditions, as detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of Shri Sunil Khetawat to the Board for their approval.

Shri Sandeep Khetawat was re- appointed as a Whole Time Director designated as Executive Director of the Company for a period of 5 years w.e.f. 01.06.2011 on the remuneration and other terms and conditions as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sandeep Khetawat as Whole Time Director of the company will expire on 31.05.2016, the Board of Directors of the Company in its meeting held on 6th August,2015 has reappointed him as a Whole Time Director designated as Executive Director of the Company for a further period of five years w.e.f. 1st June , 2016 on the remuneration and terms and conditions, as detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of Shri Sandeep Khetawat to the Board for their approval.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company on 6th August,2015 appointed Mrs. Shahin Basu Majumdar as an Additional Director in the category of Non-Executive Independent Director. Mrs. Shahin Basu Majumdar shall hold office upto the date of the ensuing Annual General Meeting of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with requisite deposit of Rupees one lakh.

The Board of Directors in their meeting held on 6th August, 2015 has recommended to re -appoint Mrs. Shahin Basu Majumdar as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i.e. 6th August, 2015 up to the conclusion of AGM of the Company to be held in the calendar year 2020 or 5th August, 2020 whichever is earlier.

A brief resume of the Directors being appointed/ re -appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM.

Your Directors recommend their appointment /re-appointment at the ensuing AGM.

The brief CVs of the above Directors are given below:

Shri Sunil Khetawat :He is a qualified Mechanical Engineer with Production Engineering as a Special Subject . He was appointed as a member on the Board of BWL Ltd. in 1991 as a Whole Time Director (operation). He is a dynamic member from the Promoter family. He was appointed as Managing Director of the Company in 1995. He has a rich and varied experience in Steel and Engineering Sector . Currently he is holding 3,28,064 nos. of shares in the Company.

He is also Director of two Private Limited Company.

Shri Sandeep Khetawat :He is a Commerce Graduate .He was appointed as a member on the Board of BWL Ltd. in 2001 as a Whole Time Director , Designated as Executive Director. He is a dynamic member from the Promoter family. He has a rich and varied experience in Finance and Marketing of Steel and Engineering Sector . Currently he is holding 2,17,426 nos. of shares in the Company.

He is also Director of one Listed Public Company and four Private Limited Company.

Mrs. Shahin Basu Majumdar : She is MA (Sociology) from Annamalai University, Diploma in Social Works (Labour Welfare) from Calcutta University and B.Sc (Hons.) from Bombay University. The Board of Directors appointed her as Additional Director in the Board Meeting held on 06.08.2015 . She joined in as a Personnel Executive in Bhilai Steel Plant of Steel Authority of India (SAIL) in the year 1973and subsequently became joint Director and Head of Human Resources , Purchase and General Administration at HQ of Environment Management Division of SAIL at Kolkata and took voluntary retirement in 2005. She has a rich and wide experience in Human Resources of Steel Sector. She is not holding any share of the Company. She is also not Director of any other Company.

Excepting Shri Sunil Kheatawt and Shri Sandeep Khetawat none of the Directors of the Company are related inter-se, in terms of Section 2(77) read with Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 of the Companies Act, 2013.

MEANS OF COMMUNICATION WITH SHAREHOLDERS Financial Results:

In view of Financial constraint and Sick status of the Company the Publication of the Financial Result in the News Papers has been discontinued . However, these are put in the Website of the Company www.bhilaiwire.com.

 

Annual Report: Physical copy of the Annual Report 2013- 14, containing Audited Financial Statements, Director‘s Report (including Management Discussion and Analysis and Corporate Governance Report) was sent to the shareholders by post as the share holders have not registered their E-mail id to the Company.

Website: The Company‘s website www.bhilaiwire.com contains a separate section ‘Investor Centre’ for use of investors. The quarterly, half yearly and annual financial results, are promptly and prominently displayed on the website. , Quarterly Corporate Governance Report, Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are also available on the website.

Communication to shareholders on email:

As the share holders of the Company did not provide their E-mail id to the Company, the mandated requirement by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report, etc. could not be sent to the shareholders by Electronic mode.

BSE Corporate Compliance & Listing Centre:

BSE has developed web based applications for corporate. Periodical compliances like Financial Results, share holding pattern and corporate Governance Report, etc are also filed electronically on BSE Listing centre portal.

SCORES (SEBI complaints redressal system):

SEBI processes investor complaints in a centralized web based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge compliant against a company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI.

INVESTOR RELATIONS

Investor Relations (IR) at BWL aims at providing accurate, transparent and timely information to the investors.

GENERAL BODY MEETINGS

Details of the last three General Body Meetings held are given below:

Financial Year Category Location of the meeting Date & Time
2011-12 AGM Steel Club, Sector 8, Bhilai 490 006 (C.G.) 30th July , 2012; 4.30 PM
2012-13 AGM Same as above 8th August 2013; 4.30PM
2013-14 AGM Same as above 7th August, 2014; 4.30PM

The following special resolutions were taken up in the last three AGMs and were passed with requisite majority:

AGM Date Particulars of Special Resolution
30.07.2012 No Special Resolution was passed.
08.08.2013 No Special Resolution was passed..
07.08.2014 To appoint Shri Prabir Chaudhury and existing Independent Director
For a term up to 5 consecutive years as per Section 149 (10) and (11)
Read with Schedule IV of the Companies Act,2013.

To appoint Shri Malay Sengupta and existing Independent Director

For a term up to 5 consecutive years as per Section 149 (10) and (11)

Read with Schedule IV of the Companies Act,2013.

COMPLIANCE WITH MANDATORY REQUIREMENTS

Compliance Report of BWL as on 31.03.2015 with the applicable mandatory requirements of Clause 49 is as under:

Compliance Report

Particulars Clause of Listing Agreement Compliance Status (Yes/ No/N.A.) Remarks
II. Board of Directors 49 II -
A. Composition of the Board 49(IIA) Yes -
B. Independent Directors 49(IIB) Yes -
C. Non-Executive Directors’ 49(IIC) Yes -
compensation & disclosures
D. Other provisions as to 49(IID) Yes -
Board and Committees
E. Code of Conduct 49(IIE) Yes -
F. Whistle Blower Policy 49(IIF) Yes -
III. Audit Committee 49 III -
A. Qualified & Independent 49(IIIA) Yes -
Audit Committee
B. Meeting of Audit 49(IIIB) Yes -
Committee
C. Powers of Audit Committee 49(IIIC) Yes -
D. Role of Audit Committee 49(IIID) Yes -
E. Review of Information by 49(IIIE) Yes -
Audit Committee
IV. Nomination and 49(IV) Yes -
Remuneration Committee
V. Subsidiary Companies 49(V) NA -
VI. Risk Management 49(VI) Yes -
VII. Related Party Transactions 49(VII) Yes -
VIII. Disclosures 49(VIII) Yes -
A. Related party transactions 49(VIIIA) Yes There are no material transactions with related parties
B. Disclosure of Accounting 49(VIIIB) Yes -
Treatment
C. Remuneration of Directors 49(VIIIC) Yes -
D. Management 49(VIIID) Yes -
E. Shareholders 49(VIIIE) Yes -
F. Proceeds from public issues, rights issues, preferential issues etc. 49(VIIIF) N.A. -
IX. CEO/CFO certification 49(IX) Yes -
X. Report on Corporate 49(X) Yes -
Governance
XI. Compliance 49(XI) Yes -

Note 1. Clause 49 (II A) - Women Director was not appointed . However, appointed on 06.08.2015 2. Clause 49 (IIF) - Whistle Blower policy was implemented by the Board w.e.f 11th May,2015.

3. Clause 49(IV) - Nomination and Remuneration Committee was comprised of two Independent Director and one Executive Director . However, w.e.f. 6th August,2015 it comprises of three Independent Directors.

At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), The annual listing fees for the financial year 2015 -16 to BSE has not been paid and the Company has requested to the appropriate authority not to enforce the enhanced Annual Listing fees applicable from the year 2015-16 in view of Sick Status of the Company which is still pending.

BWL’s Stock Exchange codes

BSE Stock Code: 504643

Stock Market Data:

The Company’s shares are not traded in the Stock Exchange as the same are not in De-mat form, this data could not be furnished.

Distribution of Shareholding

Details of distribution of shareholding of the equity shares of the Company by size and by ownership class on March 31, 2015 along with the top 10 shareholders of the Company is given below:

Share Holding Pattern as on 31.03.2015:

No. of Shares No. of Share Holders (%) of Share Holders No. of Shares (%) of Share Holders
0- 500 13377 93.49% 2211207 31.67%
501- 1000 566 3.96% 431738 6.19%
1001- 2000 223 1.56% 321735 4.61%
2001- 3000 50 0.35% 128959 1.85%
3001- 4000 23 0.16% 81626 1.17%
4001- 5000 13 0.09% 61406 0.88%
5001-10000 24 0.17% 181392 2.60%
10001-above 32 0.22% 3561547 51.03%
Total 14308 100.00% 6979610 100.00%

Share Holding Pattern by Ownership: This has been disclosed in the Extract of Annual Return as Annexure D

Top ten shareholders as on March 31, 2015

Other than Promoters / Directors :

Sl. No Name of the Share holders No. of Shares %
1. Abhay Krishgi Udyog Pvt. Ltd. 67188 0.96
2. Anil K Poddar 61900 0.89
3. Florescent Securities Ltd. 40850 0.59
4. Gunvantien C. Kansara 34500 0.49
5. Tara Devi Muktilal Paldiwal 20100 0.29
6. Shailesh L. Shah 16550 0.24
7. Rohini V. Patwardhan 13850 0.20
8. Dharmesh R. Shah 11400 0.16
9. Rajesh C. Kansara 11300 0.16
10. Shailesh L.Shah 11300 0.16
Total 288938 4.14

9. General Share holder’s information: a) Annual General Meeting:

Date : 30.09.2015
Venue : STEEL CLUB, Sector- 8, Bhilai (C.G.) 490 006
Time : 4.30-PM
Book Closer Date : 23rd, Sept. 2015 to 30th, Sept. 2015 (both days inclusive)
Dividend payment Date : Not applicable.

b) Financial Calendar (Tentative and subject to change) : Particulars

Financial reporting for Date
Quarter ended 30th June 2014 2nd week of August’2014
Half year ended 30the Sep., 2014 2nd Week of November,2014
Quarter ended 31st December 2014 2nd week of Feb.’2015
Year ended as on 31st March 2015 2nd week of May-2015
AGM for the year ended 31st March 2015 Ist Fortnight of Aug’2015

d) Listing on Stock Exchanges:

The company’s Equity/Redeemable Preference Shares are listed on the following Stock Exchange:-

i) B.S.E.Ltd.

Phiroze Jeejeebhoy Tower,

Dalal Street,

Mumbai -400 001

Share Transfer System :

The shares of the company could not be Dematerialized as the NSE / BSE has withheld such facilities to companies with negative Net Worth. As such the Company’s securities are not traded in the Stock Exchanges inspite of payment of Listing Fees up to the financial year 2014-15. All Shares are in Physical mode, which are lodged for transfer to the Company, same are processed and returned to the share holders within the stipulated time.

Registrar and Transfer Agent (RTA)

Company is maintaining share transfer in –house. Share holders should send their correspondence in respect of share transfer at the Registered office : Industrial Area, Bhilai (C.G.) Pin 490 026

Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

Company’s Registered Office Address:

Industrial Area, Bhilai (C.G.) Pin 490 026

PLANT LOCATIONS

Industrial Area, Bhilai (C.G.) Pin 490 026 Web site : www.bhilaiwire.com

ADDRESS FOR CORRESPONDENCE

Share Holders should address their correspondence to the Company at the Registered Office mentioned above.

Compliance Officer:

Shri Shyam Niyogi, CFO

Industrial Area, Bhilai (C.G.) Pin 490 026

Mob : 919329108314

Web site : www.bhilaiwire.com

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY

We, Sunil Khetawat, Chief Executive Officer and Shyam Niyogi, Chief Financial Officer, of BWL Limited, to the best of our knowledge and belief certify that:

1. We have reviewed the financial statements and the cash flow statements of the Company for the year ended March 31, 2015.

2. To the best of our knowledge and information: a. These statements do not contain any materially untrue statement or omit to state a material fact or contains statement that might be misleading;

b. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations except for accountal of gratuity & leave Salary refer to in Item 5 of Auditors Report which has been appropriately addressed in corresponding note forming part of accounts.

3. We also certify, that based on our knowledge and the information provided to us, there are no transactions entered into by the Company, which are fraudulent, illegal or violate the Company’s code of conduct. Regarding Audit observation in para 5 (a), Company has already taken measure to set the things right.

4. The Company’s other certifying officers and we are responsible for establishing and maintaining internal controls for financial reporting and procedures for the Company, and we have evaluated the effectiveness of the Company’s internal controls and procedures pertaining to financial reporting.

5. The Company’s other certifying officers and we have disclosed, based on our most recent evaluation, wherever applicable, to the Company’s auditors and through them to the Audit Committee of the Company’s Board of Directors:

a. All significant deficiencies in the design or operation of internal controls, which we are aware and have taken steps to rectify these deficiencies;

b. Significant changes in internal control over financial reporting during the year;

c. Any fraud, which we have become aware of and that involves Management or other employees who have a significant role in the Company’s internal control systems over financial reporting;

Place : Kolkata (Sunil Khetawat) (Shyam Niyogi)
Date : 6th August,2015 Managing Director & CEO CFO