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Directors Report of Bharat Wire Ropes Ltd.

Mar 31, 2022

The Directors of your Company are pleased to present the 36th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (“FY”) ended 31st March, 2022.

1. COMPANY''S FINANCIAL PERFORMANCE

The performance ofthe Company is summarized below:

(Amount in Rs

in Lakhs)

Particulars

2021-22

2020-21

Income from Business Operations

41,067.90

25,017.47

Other income

58.04

51.09

Total Revenue

41,125.94

25,068.56

Profit before Interest Depreciation and Taxes

62,75.94

3,295.58

Less: Interest

2,339.03

3,407.12

Less: Depreciation

2,144.12

2,168.70

Profit / (Loss) before Tax

1,792.79

(2,280.24)

Less: Extra-ordinary Item(Goodwill Written Off)

Nil

Nil

Less: Current Income Tax

Nil

Nil

Less: Current tax relating to earlier period/years

(16.61)

Nil

Less: Deferred Tax

442.85

(601.52)

Profit / (Loss) after Tax^^,

1,366.54

(1,678.72)

Other Comprehensive Income / (Expenses) for the Year, Net of Tax

(18.52)

(20.56)

Total Comprehensive Income for the Year, Net of Tax

1,348.02

(1,699.28)

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y 2021 -2022 stood at Rs. 41,125.94 Lakhs. The Company incurred a profit after tax of Rs. 1,366.54 Lakhs for F.Y. 2021-22, as compared to Loss of Rs. 1,678.72 Lakhs in the previous year.

Revenue from operations grew 64.16 % y-o-y to Rs. 41,067.90 lakhs, as compared to Rs. 25,017.47 lakhs in previous year.

3. DIVIDEND

Due to inadequate profit, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended 31st March, 2022.

4. RESERVES AND SURPLUS

The Board of Directors has decided to retain the entire

amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the ''Reserves'' for the year ended 31st March, 2022. The closing debit balance of the retained earnings of the Company for F.Y. 2021-22, after all appropriation and adjustments was Rs.9,497.56 lakhs.

5. COVID-19

The impact of COVID-19 during FY 2021-22 affected the first quarter post which the economy showed signs of recovery. The impact of COVID-19 pandemic on the overall economic environment has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees, clients, partners, investors and the communities in which we operate. We are working hard to contain and mitigate its impact. The Company continues its business activities, in line with the guidelines issued by the Government authorities and take steps to strengthen its liquidity.

6. SHARE CAPITAL

The authorised capital during the financial year ended 31st March, 2022 remained at Rs. 65,50,00,000/-divided into 6,54,60,000 Equity Shares of Rs. 10/- each and 40,000 0.01% Compulsorily Convertible

Preference Shares ofRs. 10/- each.

During the financial year 2021-22 the Company has allotted equity shares under ESOP scheme are as follows:

Date of allotment

No. of Equity Shares allotted

24 th August, 2021

4,55,000

09th March, 2022

2,20,000

30th March, 2022

3,95,000

31st March, 2022

1,86,750

As on 31st March, 2022, the paid up share capital of the Company was Rs. 63,86,82,190/- divided into 6,38,29,953 equity shares of Re. 10/- each and 38,266 0.01% Compulsorily Convertible Preference Shares of Rs. 10/- each.

As on 31st March, 2022 the listing approval was pending for shares allotted on 30th March, 2022 and 31st March, 2022 same is received on 12th April, 2022.

7. DEPOSITORY SERVICES

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either ofthe two Depositories.

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL’S (KMP’s)

The lists of Director''s & KMP''s of the Company as on 31st March, 2022 are as follows:

Sr.

No.

Name

Designation

1

Mr. Murarilal Ramsukh Mittal (DIN:00010689)

Managing Director

2

Mr. Mayank Mittal (DIN: 00127248)

Joint Managing Director

3

Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698)

Whole-Time Director

4

Mr. Dinesh Kumar Jain (DIN:06807650)

Independent Director

5

Mr. Sushil Sharda (DIN: 03117481)

Whole-Time Director (w.e.f. 19th May, 2022)

6

Mr. Sanjiv Swarup (DIN:00132716)

Independent Director

7

Mr. Shivkumar Ramkishan Malu (DIN:05345172)

Independent Director (w.e.f. 19th May, 2022)

8

Ms. Ruhi Mittal (DIN:07159227)

Non-Executive Director

9

Mr. Mahender Singh Arora (PAN: AABPA9704C)

Chief Executive Officer

10

Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H)

Chief Financial Officer

11

Mr. Govinda Soni (PAN: CCFPS0647Q)

Company Secretary & Compliance Officer


8. HUMAN RESOURCE

A Company''s continued success depends on the ability to attract, develop and retain the best talent at every level. The Company''s Human Resource (HR) Management practices are deep rooted in ensuring a fair and reasonable process for all- round development of its talent. The Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints.

In the backdrop of the second wave of the Pandemic and the way it impacted life across the world, the HR Initiatives, increasingly focused on supporting employee well-being. Initiatives like maintaining a safe work environment, providing healthcare facilities and enabling end-to-end work-from-home facility for a large section of the human capital remained the focus.

The Company finds it imperative to follow policies and regulations that produce an unbiased work and safe work environment.

9. CREDIT RATINGS

The Company has not issued any debt instruments and does not have any fixed deposit programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31st March, 2022.

The Company has awarded credit rating by Acuite Ratings & Research Limited on 20th April, 2022 i.e. ’ACUITE BBB -'' (read as ACUITE triple B, minus, Outlook: Stable) for long-term facilities and ''ACUITE A3'' (read as ACUITE A three) for short-term facilities, to the Company. The Company has also awarded credit rating by CARE Ratings Limited on 25th April, 2022 i.e. ''CARE BBB-; Stable '' (read as CARE Triple B Minus; Outlook: Stable) for long-term facilities and ’CARE A3’ (read as CARE A three) for short-term facilities, to the Company.

10. DETAILS OF SUBSIDIARY, ASSOCIATE, JOINT VENTURE

The Company does not have any subsidiary or associate company. The Company has not entered into Joint Venture.

11. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 4 (Four) times viz. on 25th June, 2021, 09th August, 2021, 12th November, 2021, 12th February, 2022. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The details of the meetings of the board of directors of the company convened during the financial year, the attendance of the members there at and other requisite details are given in the Corporate Governance Report which forms part of this Annual Report.

Following changes took place in composition of Board and Key Managerial Personnel''s:

• Mr. Sumit Kumar Modak (DIN: 00983527) resigned as Whole-Time Director w.e.f. 30th August, 2021

• Mr. Shiv Kumar Malu (DIN: 05345172) resigned from the Board w.e.f. 14th February, 2022 after completion of his 1st term as Independent Director in the Company

• The Board had, on recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Sushil Sharda (DIN: 03117481) as an Additional Director (Executive) of the Company with effect from 19th May, 2022, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders.

• The Board had, on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on 19th May, 2022, appointed Mr. Shiv Kumar Malu (DIN: 05345172) as the Additional Director (Non-Executive Independent Category) with effect from 19th May, 2022 for 2nd term of five years, who will hold office up to the date of the 36th Annual General meeting and the Board has recommended his appointment to the shareholders for a period of 5 years i.e. from 19th May, 2022 to 18th May, 2027.

Further, none of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013.

13. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act, 2013 (the “Act”) and in terms of the Memorandum and Articles of Association of the Company, Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698), Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The re-appointment is being placed for members'' approval at the 36th Annual General Meeting. The Members of the Company may wish to refer to the accompanying notice of the 36th Annual General Meeting of the Company, for a brief profile of the Director.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations, and also in the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further, all the independent directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (“IICA”) as notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as applicable shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

15. COMMITTEES OF BOARD

The details pertaining to the composition of the various Committees of Board and details of their meeting held are included in the Corporate Governance Report, which is a part of this report.

16. POLICY FOR DETERMINING DIRECTORS'' ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of

the Company and can be accessed at the web link: www.bharatwireropes.com

17. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of its own performance, Board Committees, Individual Directors, Chairperson and the CEO / Managing Director etc., for the year under review.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors including the Non-Executive Chairman and the Managing Director/CEO, their personal performance carried out using a peer review process, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity and was assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company''s Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of the Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman were also evaluated, taking into account the views of Executive Director and NonExecutive Directors. The Directors were asked to provide their valuable feedback and suggestions about the overall functioning of the Board and its Committees and its areas of improvement for a higher degree of engagement with the Management.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management. Based on the outcome of the evaluation and assessment cum feedback of the Directors, the Board and the Management have also agreed on some action points, which will be implemented over an agreed period.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, 2015, The Familiarization programme for Independent Directors, which also extends to other Non-Executive Directors aims to familiarize them with the Company, nature of the industry, business model, processes & policies, compliances etc., and seeks to update them on the roles, responsibilities, rights and duties under the Companies Act, 2013 and the SEBI Listing Regulations and other applicable statutes. The details of the induction and familiarization programme for the Directors are given in the Corporate Governance Report, which forms part of the Annual Report.

19. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2021-2022:

Name of Directors

Ratio to the Median Remuneration

Non-Executive

Directors

Executive Directors

N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-22

Mr. Murarilal Mittal (Managing Director)

23.51 times

Mr. Mayank Mittal (Jt. Managing Director)

22.04 times

Mr. Sumit Kumar Modak (Whole-Time Director)*

12.34 times

Mr. Venkateswararao Kandikuppa (Whole-Time Director)

12.34 times

* Resigned w.e.f. 30thAugust, 2021

i. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year.

Directors, Chief Financial Officer and Company Secretary

% increase in Remuneration in the financial year

Non-Executive

Directors

N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-2022

Mr. Murarilal Mittal (Managing Director)

0.00 ''

Mr. Mayank Mittal (Jt. Managing Director)

0.00

Mr. Sumit Kumar Modak (Whole-Time Director)

5.00

Mr. Venkateswararao Kandikuppa (Whole-Time Director)

86.42

Mr. Mahender Singh Arora

(Chief Executive Officer)

43.68

Mr. Rakesh Kumar Jain (Chief Financial Officer)

26.74

Mr. Govinda Soni* (Company Secretary & Compliance Officer)

N.A*

* Appointed w.e.f. 25th June, 2021

ii. The percentage increase in the median remuneration of employees in the financial year:

Particulars

2021-2022

(Rs.)

2020-2021

(Rs.)

%

Increase/

Decrease

Median Remuneration of all

3,40,228

3,05,237

11.46

employees per annum

iii. The number of permanent employees on rolls of the Company:

There were 540 (Five hundred and Forty) permanent employees as on 31st March, 2022.

iv. Average percentile increase/decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase/decrease in the managerial remuneration and justification thereof and point out if there any exceptional circumstances for increase/ decrease in the managerial remuneration:

The average increase in the salaries of employees excluding Managerial Personnel during Financial Year 2021-22 was 11.89%.

The average increase in the salaries of Managerial Personnel during Financial Year 2021-22 was 19.79%.

v. The key parameters for any variable component of remuneration availed by the Directors:

There is no variable component of remuneration availed by or paid to directors during the year.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per remuneration policy of the Company.

20. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitment affecting financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March, 2022 and the date of this Report.

Further, during the year under review, there are no employees who comes within the purview of section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on 31st March, 2022 is available on the Company''s website i.e. www.bharatwireropes.com

22. CORPORATE GOVERNANCE • Report

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the SEBI Listing Regulations. The Company has complied fully with Corporate Governance requirements under the SEBI Listing Regulations. A separate section on Corporate Governance forming part of the Board''s Report.

• Certificate:

Your Company is committed to follow the best practices of Corporate Governance and the Board is responsible to ensure the same, from time to time.

Your Company has duly complied with the Corporate Governance requirements as set out under Chapter IV of the SEBI Listing Regulations, from time to time and M/s Mihen Halani & Associates, Practicing Company Secretaries, vide their certificate dated 19th May, 2022, confirmed that the Company is and has been compliant with the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The said certificate is annexed as Annexure-I to this.

23. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

24. INDIAN ACCOUNTING STANDARDS (IND - AS)

The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the financial statements for the year ended March 31, 2022 are prepared in accordance to the same.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2022; the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 the Company as at March 31, 2022 and of the profit and loss ofthe Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and those internal financial controls were adequate and were operating efficiently; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. AUDITORS

• Statutory Auditors

M/s. NGS and Co. LLP, Chartered Accountants (FRN: 0119850W) were appointed as Auditors of the Company, at the 34th Annual General Meeting held on September 15, 2020, for a term of 5 (five) consecutive years i.e. to hold office from the conclusion of 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of the Company to be held in the financial year 2025.

Further, the aforesaid Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company for financial year 2022-23.

Further, the report of the Statutory Auditors along with the notes to accounts is enclosed with the Financial Statements. The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2022. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2022 and the said Auditors have issued the Secretarial Audit Report in Form MR-3 as the aforesaid provisions. The Secretarial Audit Report is annexed to this report as Annexure I. The comments mentioned in the Secretarial Audit Report is Self-Explanatory.

Pursuant to the circular issued by the SEBI dated 8th February, 2019, Secretarial Auditor has issued the “Annual Secretarial Compliance Report” for the year ended 31st March, 2022, and the same was submitted to the stock exchanges in time.

Further, pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Board of the Company at its meeting held on 19th May, 2022, has re-appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries), undertake the Secretarial Audit of the Company for the financial year 2022-23.

• Cost Auditors:

Pursuant to Section 148(1) of the Companies Act, 2013 the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts and records are made and maintained. Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is also required to get its cost accounting

records audited by a Cost Auditor. Accordingly, the Board, at its meeting held on 19th May, 2022 has on the recommendation of the Audit Committee, M/s. Dilip M. Bathija, Cost Accountant (Firm Registration No. 100106), to conduct the audit of the cost accounting records of the Company for FY 2022- 23 at a remuneration of Rs. 1,00,000 /- plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed before the Shareholders for ratification.

• Internal Auditor:

M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), Mumbai performed the duties of internal auditors of the company for the Financial Year 2021-2022 and their report is reviewed by the audit committee from time to time. Further, the Board of the Company at its meeting held on 19th May, 2022, has re-appointed M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No.: 101569W), as Internal Auditor of the Company for the financial year 2022-23.

27. BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy to identify risks inherent in the business operations of the Company which provides guidelines to define, measure, report, control and mitigate the identified risks. An enterprise-wide risk management framework is applied so that effective management of risks can be done. Risk is an integral part of every employee''s job. The Audit Committee and Risk Management Committee play an important role in evaluation of the risk management systems. The Policy is devised for identification of elements of risks and procedures for reporting the same to the Board. The Board reviews the business plan at regular intervals and develops the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.

28. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility activities as per the Section 135 ofthe Act forthe Financial Year2021-22.

29. DEPOSITS

The Company did not hold any public deposits; neither accepted nor renewed any fixed deposits during the year.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH PARTIES

All related party transactions entered and executed during the year under review were in ordinary course of business and on arms'' length basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors or Key Managerial Personnel, etc., which may have potential conflict with the interest of the Company at large. A statement of all Related Party Transactions is presented before the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The said transactions were unanimously approved by the Board.

Policy on Materiality of and dealing with Related Party Transaction of the Company is available on the website of the Company and can be accessed at the web link: www.bharatwireropes.com

32. VIGILMECHANISM /WHISTLE BLOWERPOLICY

Your Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use the mechanism. It also provides direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on the Company''s website (www.bharatwireropes.com). The concerned employees and the Directors of the Company are made aware of the said policy from time to time.

33. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 (“BWR ESOP 2017”)

The Shareholders of the Company, through Postal ballot dated 11th February, 2017 approved the formulated the BWRL Employees Stock Option Plan - 2017 (ESOP Plan), to be implemented with an objective of enabling the Company to attract and retain talented human resources by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect their efforts in building the growth and the profitability of the Company. The ESOP Plan involves acquisition of shares from the secondary market.

Accordingly, 75,000 options have been granted this year under this plan by the BWRL Finance Committee to the eligible employees of the Company. The grant of ESOPs to the Whole-time Directors of the Company has been approved by the Nomination and Remuneration Committee and the Board.

As per the ESOP Plan, 35% of these options will vest at the end of the first year and the balance 35% at the end of the second year and 30% at the end of third year.

Voting rights on the shares, if any, as may be issued to employees under the aforesaid ESOP Plans are to be

exercised by them directly or through their appointed proxy. Hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013 is not applicable. There is no material change in the aforesaid ESOP Plans and the same are in compliance with the ESOP Regulations.

Further, 12,56,750 shares have been allotted during the year to the eligible employees whose options were duly vested under the BWRL ESOP Plan.

The details of the plan form part of the Notes to accounts (Note no. 45) of the financial statements in this Annual Report and the BWRL Employees Stock Option Plan -2017 is available on the website of the Company i.e. www.bharatwireropes.com.

The Certificate from the Secretarial Auditors of the Company certifying that the Company''s Stock Option Plans are being implemented in accordance with the ESOP Regulations and the resolution passed by the Members, would be available for inspection during the meeting in electronic mode and the same may be accessed upon login to https://evoting.kfintech.com

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its future operations.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under:

(A) Conservation of Energy:

Energy conservation is at the focus of our company and we are trying hard to make giant strides in this area. We have done following improvements which needs to be highlighted:

1. We have stopped the heater and started using the Flue gas of Zinc bath of our furnaces saving us the need for continuous operation of heater.

2. We have installed drive and made it on a closed loop system in our water reservoir.

(B) Technology Absorption:

BWR has taken one step further towards technological increase in productivity and reduce equipment down time. Developed in house Industry 4.0 system to increase productivity and reduce downtime. The system is a result of connection of the machines in a network and analyzing data and creating pointers for operation team to take necessary actions based on real time data. The unique solution is helping BWR to set new benchmarks in production by leveraging cutting edge technology.

(B) Foreign Exchange Earnings and Outgo:

Sr. No.

Particulars

2021-22

2020-21

1

Foreign Exchange Earnings(Inflow)

30,73,13,457

16,08,65,144

2

Value of Direct Import (C. I. F. Value)

3,40,22,296

5,89,63,344

3

Expenditure in Foreign Currency (Outflow)

2,16,25,403

35,67,282

36. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and an Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has also complied with the provisions related to the constitution of an Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during FY 2021-22.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

Your Company has a robust internal control system commensurate with the size and scale of its operations. Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place by way of built in controls in ERP system and have been designed to provide a reasonable assurance. A reputed Chartered Accountants firm has also been engaged for internal audit, covering all units and business operations. The Audit Committee reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. Apart from having all policies, procedures and internal audit mechanism in place, your Company also periodically engages outside experts to carry out an independent review of the effectiveness of various business processes. The observations and good practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

38. CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Managing Director and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting has been obtained.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Seven years. Therefore there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

40. MISCELLANEOUS

• Your company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• Your Company did not allot any equity share as sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules,2014.

41. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors are grateful to the Shareholders and Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, other Statutory and Regulatory Authorities for their continued guidance, assistance, co-operation and support received.

Your Directors thank all our esteemed clients, associates, bankers, vendors and contractors and other stakeholders at large within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill up gradation and technology development Company will continue to provide world class professionalism and services to its clients, associates, vendors and contractors.

Your Directors also wish to convey their sincere appreciation to all employees at all levels for their dedicated efforts and consistent contributions and co-operation extended and is confident that they will continue to contribute their best towards achieving still better performance in future to become a significant leading player in the industry in which Company operates.


Mar 31, 2018

Dear Members,

The Directors of your Company are pleased to present the 32nd Annual Report and the Audited Financial Statements for the Financial Year (“F.Y.”) ended March 31, 2018.

1. FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars

2017 - 18

2016 - 17

Income from Business Operations

16,791.99

7,107.39

Other income

2,072.90

325.16

Total Revenue

18,864.90

7,432.56

Profit before Interest, Depreciation and Taxes

3783.74

934.79

Less: Interest

2,518.43

254.20

Less: Depreciation

1,234.79

388.52

Profit before Tax

30.52

292.07

Less: Extra-ordinary Item (Goodwill Written Off)

-

-

Less: Current Income Tax

2.80

89.95

Less: Minimum Alternative Tax Credit Entitlement

(2.80)

(89.95)

Less: Deferred Tax

5.61

48.05

Profit after Tax

24.91

244.02

Other Comprehensive Income / (Expenses) for the Year, Net of Tax

(11.43)

(0.82)

Total Comprehensive Income for the Year, Net of Tax

13.49

243.20

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y. 2017-18 at Rs. 18,864.90 Lakhs was higher by 153.81% over the previous year’s revenue (Rs. 7,432.56 Lakhs). The profit after tax of the Company was Rs. 24.91 Lakhs, 89.79% lower than the previous year’s profit after tax (Rs. 244.02 Lakhs).

3. COMPANY’S STATE OF AFFAIRS

Bharat Wire Ropes Limited the (the “Company” or “BWR”) is one of the largest manufacturers of Wire, Wire Ropes, Stranded Wires and Slings in India, with an increasing global presence, catering more than 30 countries globally. The Company exports its varied products to USA, Singapore, Australia, South Africa, Kuwait, New Zealand, Vietnam, Bangladesh and Nepal. The Company is committed to increase its efficiency and productivity.

4. SHARE CAPITAL

The Paid-up Share Capital of the Company as on March 31, 2018, was Rs. 44,95,22,480/- consisting of4,49,52,248 Equity Shares of Rs. 10 each. The shares of the Company are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) since April 1, 2016.

During the F.Y. 2017-18, the Members of the Company has passed an ordinary resolution on May 15, 2018 through Postal Ballot, to increase the Authorised Capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 52,00,00,000/- (Rupees Fifty Two Crores) divided into 5,20,00,000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There was no change in the Paid-up Share Capital during the year under review.

5. RESERVES AND DIVIDEND

We propose to transfer Rs. 242.33 Lakhs to ‘ESOP Reserve’ with respect to Options granted to the employees of your Company under the ‘Bharat Wire Ropes Limited Employee Stock Option Plan, 2017’.

With a view to conserve the resources of the Company, your Directors do not recommend payment of any dividend on Equity Shares for the F.Y. ended March 31, 2018.

6. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 6 (Six) times viz. on May 27, 2017, September 9, 2017, October 17, 2017, December 8, 2017, February 14, 2018 and March 9, 2018, the additional details of which are given in the Corporate Governance Report annexed herewith.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Murarilal Mittal (DIN: 00010689) was re-appointed as Managing Director of the Company by the Board of Directors at its Meeting held on October 17, 2017, for a term of 5 years w.e.f. October 17, 2017. His appointment is subject to approval by Shareholders at 32nd Annual General Meeting (“AGM”). His re-appointment is being placed for your approval at AGM.

Mr. Anthony D’Souza (DIN: 06707269), Independent Director of the Company resigned from the office of Director w.e.f. October 17, 2018, due to his disqualification under Section 164(2) of the Companies Act, 2013.

Mr. Ajai Kumar (DIN: 02446976) was appointed as an Additional Director (Independent Director) w.e.f. October 17, 2017 and resigned from the office of Director w.e.f. April 6, 2018.

Mr. Sanjiv Swamp (DIN: 00132716) was appointed as an Additional Director (Independent Director) of the Company w.e.f. April 28, 2018, to hold the office up to the conclusion of ensuing AGM. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended that Mr. Sanjiv Swarup be appointed as an Independent Director by the Members for a term of 5 (five) consecutive years. His appointment is being placed for your approval at AGM.

The Company has received declarations from Mr. Sanjiv Swarup, confirming that he meet the criteria of independence prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”).

Mr. Supratik Chatterjee (DIN: 06934992), Chairman & Independent Director of the Company resigned from the office of Director w.e.f. May 31, 2018.

8. DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 (the “Act”) and in terms of the Memorandum and Articles of Association of the Company, Mr. Sumit Kumar Modak (DIN: 00983527), Mr. Sushil Sharda (DIN: 03117481) and Mr. Venkateswararao Kandikuppa (DIN: 06456698) are liable to retire by rotation at the ensuing AGM and being eligible, has offered themselves for re-appointment. Their re-appointment is being placed for your approval at the AGM. The Members of the Company may wish to refer to the accompanying Notice of the 32nd AGM of the Company, for a brief resume of above mentioned Directors.

9. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declaration from all the Independent Directors under Section 149(7) of the Act, stating that they meet the criteria of independence as laid down in Section 149(6) of the Act.

10. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

11. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return in Form MGT-9 is annexed as ‘Annexure A’ to this Report.

12. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate section titled ‘Corporate Governance Report’ under the Listing Regulations along with a certificate from the Statutory Auditors confirming the compliances and ‘Management Discussion and Analysis’ are annexed and form part of this Annual Report.

13. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, submits that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the company and those internal financial controls were adequate and were operating efficiently; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS

Statutory Auditors

M/s. Sureka Associates, Chartered Accountants, Mumbai (Firm Registration No.: 110640W) were appointed as Statutory Auditors of the Company from the conclusion of Annual General Meeting held on September 30, 2014, for a term of 5 (five) years, to hold the office until the conclusion of the Annual General Meeting to be held in the year 2019, subject to ratification by the Members at every Annual General Meeting, if so required under the Act. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting is done away vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors.

M/s. Sureka Associates have expressed their willingness to continue as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

The Independent Auditors’ Report of M/s. Sureka Associates on the Financial Statements of the Company for the Financial Year 2017-18 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Sureka Associates in their Report dated May 30, 2018.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Abhishek Lakhotia and Co., Practicing Company Secretaries (Membership number: F9082; Certificate of Practice number: 10547), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report is annexed as ‘Annexure B’.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Abhishek Lakhotia and Co., in their Secretarial Audit Report dated May 30, 2018 on the Secretarial and other related records of the Company for F.Y. 2017-18.

16. POLICY FOR DETERMINING DIRECTORS’ ATTRIBUTES AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Board Diversity and Remuneration Policy, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees are reasonable and sufficient to attract, retain and motivate them to successfully run the Company. The said Policy is available on the website of the Company and can be accessed at the web link: www. bharatwireropes.com.

17. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The evaluations of the Chairman, Directors, the Board and the Committees of the Board were undertaken by the Board of Directors. The performance of the Board was assessed on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation criteria for the Directors were based on their participation,contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members of the Board. The evaluation of Committees were based on contribution to decisions of the Board, Independence of the Committee from the Board, Effectiveness of the Committee, etc.

18. BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy to identify risks inherent in the business operations of the Company which provides guidelines to define, measure, report, control and mitigate the identified risks. An enterprise-wide risk management framework is applied so that effective management of risks can be done. Risk is an integral part of every employee’s job. The Audit Committee and Risk Management Committee plays an important role in evaluation of the risk management systems. The Policy is devised for identification of elements of risks and procedures for reporting the same to the Board. The Board reviews the business plan at regular intervals and develops the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility activities as per the Section 135 of the Act.

20. DEPOSITS

Your Company did not hold any public deposit at the beginning of the year nor has it accepted any public deposits during the year under review.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered and executed during the year under review were at arms’ length basis. There were no material contracts or arrangements or transactions with related parties, therefore Form AOC-2 does not form part of this report.

Policy on Materiality of and dealing with Related Party Transaction of the Company is available on the website of the Company and can be accessed at the web link: www.bharatwireropes.com.

23. VIGIL MECHANISM

Your Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use the mechanism. It also provides direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on the Company’s website (www.bharatwireropes.com).

24. DETAILS REGARDING BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN, 2017 (“BWR ESOP 2017”)

Your Company has formulated the Bharat Wire Ropes Limited Employee Stock Option Plan, 2017 (“BWR ESOP 2017”), for grant of Stock Options to certain employees of the Company. BWR ESOP 2017 was approved by the Members pursuant to the Special Resolution passed through Postal Ballot on March 22, 2017. As on March 31, 2018, Your Company has granted 20,98,500 number of options to employees so far.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its future operations.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under:

(A) Conservation of Energy :

Steps taken for utilizing alternate source of energy:

The Company has taken every necessary step for conservation of energy by installing LED lights at plant, buildings and offices which consumes 80% less electricity as compared to the traditional lighting arrangements. Energy efficient utility equipment like pump and Compressor are controlled by Variable frequency drives which saves 20 to 30 percent electricity.

Steps taken for conservation of energy:

The Company has installed Energy efficient transformer in order to reduce the loss for power transformation on our projects. Total loss (no load loss and full load loss) is reduces to 1% from 3%. Automatic power factor panel has been installed to control power factor automatically. The Company receives 8% incentive p.a. on its total bill by the Electricity Board.

(B) Technology Absorption:

Online process monitoring:

Your Company has taken initiative for real time process data monitoring through IoT (Internet of Things). We are now monitoring various processes data like machine speed, temperature, length, job card target length through IoT. All data generated are saved locally and on cloud based server. Auto generated reports are published and sent to required department/person through auto mail.

Energy management software:

Your Company has developed in-house Energy Management System and software to monitor real time energy consumption in Plant. Benefit of this system is to monitor and control energy consumption of each and every machine and process.

There have been no other technology changes in the Company during the year under review, but the Company is under process to bring more technological revolution by installing high end technology for its new plant in MIDC, Chalisgaon, Maharashtra.

27. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to uphold and maintain the dignity of women employees and an Internal Complaints Committee has been formed for each location of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has framed ‘Sexual Harassment Policy of Bharat Wire Ropes Limited’ to prevent sexual harassment of women at work place. No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

28. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the F.Y. 2017-18:

Name of the Directors

Ratio to the median Remuneration

Non-Executive Directors

N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the F.Y 2017-18

Executive Directors

Mr. Murarilal Mittal (Managing Director)

27.34

Mr. Mayank Mittal (Jt. Managing Director)

25.77

Mr. Sushil R. Sharda (Whole-Time Director)

12.40

Mr. Sumit Kumar Modak

12.96

(Whole-Time Director)

Mr. Venkateswararao

6.96

Kandikuppa

(Whole-Time Director)

(i) The percentage increase in remuneration of each Director, Chief Executive Officer,

Chief Financial Officer, Company Secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary

% increase in remuneration in the financial year

Non-Executive Directors

N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the F.Y. 2017-18

Mr. Murarilal Mittal (Managing Director)

41.59

Mr. Mayank Mittal (Jt. Managing Director)

68.67

Mr. Sushil R. Sharda (Whole-Time Director)

21.74

Mr. Sumit Kumar Modak (Whole-Time Director)

14.94

Mr. Venkateswararao Kandikuppa (Whole-Time Director)

(3.79)

Mr. Mahender Singh Arora (Chief Executive Officer)

61.74

Mr. Rakesh Kumar Jain (Chief Financial Officer)

8.31

Mr. Shailesh Rakhasiya (Company Secretary & Compliance Officer)

15.92

(ii) The percentage increase in the median remuneration of employees in the financial year:

Particulars

2016-17 (Rs.)

2017-18 (Rs.)

% Increase

Median remuneration of all employees per annum

2,54,964

2,92,622

14.77

(iii) The number of permanent employees on the rolls of Company: There were 512 (Five Hundred and Twelve) permanent employees as on March 31, 2018.

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in the salaries of employees excluding Managerial Personnel during Financial Year 2017-18 was 9.61%. The average increase in the Remuneration of Managerial Personnel during the Financial Year 2017-18 was 36.96%. The increase in the remuneration of Managerial Personnel was due to the increase in the remuneration of Managing Director and Whole-Time Director which was based on Company’s Performance and their Individual Performance.

(v) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

29. MATERIAL CHANGES AND COMMITMENTS

Your Company has entered into understanding and arrangement with Bridon Bekaert Ropes Group Limited (“Bridon”) for 5 years, wherein Bridon shall be sourcing ropes of various configuration from your Company for their global requirements and your Company will be representing Bridon in Indian markets for special ropes which are not present in the manufacturing range of Bharat Wire Ropes Limited. Both the companies will explore jointly all avenues of quantum increase in business share in the respective domain by exchanging expertise and knowledge wherever necessary.

During the F.Y. 2017-18, the Members of the Company has passed an ordinary resolution on May 15, 2018 through Postal Ballot, to increase the Authorised Capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 52,00,00,000/- (Rupees Fifty Two Crores) divided into 5,20,00,000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. There was no change in the Paid-up Share Capital during the year under review.

There were no other material changes or commitments affecting the financial position of your Company which haveoccurred between March 31, 2018 and May 30, 2018, being the date of this report.

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has a robust internal control system commensurate with the size and scale of its operations.

Roles and responsibilities are clearly defined and assigned. Standard operating procedures are in place by way of built in controls in ERP system and have been designed to provide a reasonable assurance. A reputed Chartered Accountants firm has also been engaged for internal audit, covering all units and business operations. The Audit Committee reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. Apart from having all policies, procedures and internal audit mechanism in place, your Company also periodically engages outside experts to carry out an independent review of the effectiveness of various business processes. The observations and good practices suggested are reviewed by the Management and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

31. ACKNOWLEDGEMENT

The Board of Directors place on record their sincere thanks to its bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company during the year under review. The Directors gratefully acknowledge the support and confidence reposed by the shareholders on your company.

On behalf of Board of Directors of

Bharat Wire Ropes Limited

Murarilal Mittal Venkateswararao Kandikuppa

Managing Director Whole-time Director

DIN: 00010689 DIN: 06456698

Date: May 30, 2018

Place: Mumbai


Mar 31, 2016

To,

The Members,

Bharat Wire Ropes Limited

The Directors are pleased to present the 30th Annual Report of the Company together with the Audited Accounts and Auditors ’ report for the financial year ended March 31, 2016.

1. THE COMPANY’S FINANCIAL PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2016 IS SUMMARIZED AS BELOW:

Financial Particulars

For the Year Ended March 31

2016

2015

Income from Business Operations

60,70,28,472

76,72,21,483

Total Revenue

60,70,28,472

76,72,21,483

Profit before Tax and Depreciation

4,50,92,101

5,52,69,73

Less Depreciation

2,29,17,158

2,44,59,43

Profit before Tax

221,74,943

3,08,10,300

Less: Extra-ordinary Item (Goodwill Written Off)

-

1,99,51,368

Less Current Income Tax

74,63,897

92,51,050

Less Minimum Alternative Tax Credit Entitlement

-

-

Less Deferred Tax

12,83,324

(16,60,597)

Profit after Tax available for appropriation

1,34,27,722

32,68,479

Add Balance Brought forward from previous year

10,10,26,532

9,77,58,052

Balance carried to Balance Sheet

11,44,54,254

10,10,26,531

Earnings per share (Basic)

0.46

0.11

Earnings per Share(Diluted)

0.46

0.11

2. THE STATE OF COMPANY’S AFFAIRS:

Bharat Wire Ropes Ltd. (“Your Company”) is one of the largest manufacturers of Wires, Wire Ropes, Stranded Wires and Slings in India with an ever growing global presence, catering more than 20 countries globally by way of exports to South Africa, Kuwait, New Zealand, Vietnam, USA, Singapore, Australia, and Nepal. The Profit before tax has improved on account of improved efficiency and benefit of reduction of Raw Material prices. Your Company’s ‘Revenue from Operations’ was in line with previous year however there has been a marginal dip during the year mainly on account of reduction of prices of final products. Your Company has been continuously striving to increase its efficiency and productivity. The management hopes that this scenario will improve in the next year.

3. RESERVES AND DIVIDEND:

During the year under review your Company has transferred Rs. 54,44,44,425/- to Reserves and Surplus that is Rs. 35/- per equity shares on 1,55,55,555 equity shares of Rs. 10/- each, received under Initial Public Offering (“IPO”). No Dividend was declared for the current financial year due to conservation of Profits by the Company.

4. STATUTORY AUDITORS:

Your Company’s Auditor, M/s. Sureka Associates, Chartered Accountants, Mumbai am Registration No.: 110640W) who have been re-appointed as Statutory Auditor for a period of 5 years’ subject to ratification by the Members of your Company at every Annual General Meeting, have given their consent to continue to act as the Auditor of your Company the remaining tenure.

5. EXPANSION:

Your Company has started project for expansion of wire ropes manufacturing facilities 66,000 MTPA at MIDC, Chalisgaon,

Dist. Jalgaon, Maharashtra, with estimated cost of Rs. 507.17 Crores. The Company has financed the same by way of Term Loan of Rs. 330 Crores from banks under Consortium arrangement and by issuing fresh equity shares of Rs. 70 Crores through Initial Public Offer and is listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

6. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Since the dust report following changes took place in the Board of Directors and Key Managerial Personnel:

- Mr. Asit Pal was appointed as the additional director of the Company on February 14, 2015 and his designation was changed to Non-Executive Independent Director in the Extra Ordinary General Meeting held on April 25, 2015.

- Ms. Ruhi Mittal was appointed as the additional director of the Company on April 16, 2015 and her designation was changed to Non-Executive Non Independent Director in the Extra Ordinary General Meeting held on April 25, 2015.

- Mr. Vedprakash Sharma resigned as Chief Financial Officer on April 16, 2015.

- Mr. Rakesh Kumar Jain was appointed as Chief Financial Officer on April 16, 2015 for a period of One (1) year and was re-appointed on March 28, 2016.

- Mr. Sushil R. Sharda was re-appointed as a Whole-time Director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

- Mr. Venkateswararao Laxmanamurty Kandikuppa was re-appointed as a Whole-time Director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

- Mr. Sumit Kumar Modak was re- appointed as a Whole-time director on December 28, 2015 for a period of Five (5) years w.e.f. January 1, 2016 to December 31, 2020.

7. BUSINESS RISK MANAGEMENT:

Risk managements embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management frame is reviewed periodically by the Board and the Audit Committee.

8. POLICY ON DIRECTOR’S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:

Your Company during the year adopted the policy on Directors Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel.

9. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall under the criteria of undertaking Corporate Social Responsibility (CSR) activities as per Section 135 of Companies Act, 2013.

10. COMMENTS BY THE BOARD WITH RESPECT TO AUDITORS FINDINGS:

No adverse remark has been reported in the auditor’s report by the auditor for the financial year 2015-16 which requires explanation and comments by the board.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

Particulars of Loans, Guarantees or Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the schedule no. 2.26.6 of notes to Financial Statements.

12. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

13. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 2 of the Companies (Management at Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under.

Conservation of Energy:

Your Company has procured various latest and advance machinery having latest technology which is already in erection stag with minimum power consumption features with lot more other features for its new plant at MIDC, Chalisgaon, Maharas which will result in saving in power consumption, which will benefit to the Company in the coming years.

Technology Absorption:

There have been no technology changes in the Company during the year under review, but Company is under process to bring technological revolution by installing high end technology for its new plant at MIDC, Chalisga on, Maharashtra.

Foreign exchange earnings Outgo:

Sr. No.

Particulars

2015-2016

2014-2015

a.

Foreign Exchange Earnings

3,27,90,308

10,06,99,170

b.

Value of Direct Import (C. I. F Value)

68,04,10,076

12,83,30,259

c.

Expenditure in Foreign Currency

33,29,197

7,25,17

15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year under rewj 9 Meeting of the Board of Directors have been conducted, details of which are given below:

Quarter

Date of the Meeting

Time of the Meeting

First Quarter

April 16, 2015

5.30 p.m.

(April - June)

April 25, 2015

5.30 p.m.

June 15, 2015

11.00 a.m.

Second Quarter

July 13, 2015

11.00 a.m.

(July - September)

July 21, 2015

3.00 p.m.

September 1, 2015

12.00 p.m.

Third Quarter (October - December)

December 28, 2015

12.30 p.m.

Fourth Quarter

March 7, 2016

8.30 a.m.

(January - March)

March 28, 2016

11.00 a.m.

16. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 the Company at the end i financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and those internal financial controls were adequate and were operating efficiently; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DIRECTORS’ EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seek their inputs on various aspects of Board/Committees. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors’ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The members of the Independent Directors Committee evaluated Boards performance in the Independent Director Committee meetings held on March 28, 2016.

18. AUDIT COMMITTEE

TheAudit Committee consists of the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mr. Asit Pal

Chairman

Non-Executive Independent Director

Mr. Supratik Chatterjee

Member

Non-Executive Independent Director

Mr. Anthony DSouza

Member

Non-Executive Independent Director

Mr. Murarilal Mittal

Member

Managing Director

None of the recommend Dates made by the Audit Committee were rejected by the Board.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mr. Supratik Chatterjee

Chairman

Non-Executive Independent Director

Mr. Asit Pal

Member

Non-Executive Independent Director

Mr. Anthony DSouza

Member

Non-Executive Independent Director

20. REMUNERATION TO DIRECTORS

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr.

Particulars of

Name of MD/WTD/Manager

Total Amount

No.

Remuneration

Mr.

Murarilal

Mittal,

Managing

Director

Mr. Sushil R.

Sharda,

Whole-Time

Director

Mr. Venkateswararao Kandikuppa, WholeTime Director

Mr. Sumit Kumar Modak, Whole-time Director

(Rs.)

1

Total Salary (P.A)

33,00,000

23,32,800

23,68,347

26,9 ,75

1,06,92,862

Total (A)

33,00,000

23,32,800

23,68,347

26,9 ,75

1,06,92,862

B. Remuneration to other Directors:

Name of Directors

Total Amount

Sr.

No.

Particulars of Remuneration

Mr. Supratik Chatterjee, Independent Director

Mr. Anthony D’Souza, Independent Director

Mr.

Asit Pal, Independent Director

Ms. Ruhi Mittal, Non- Executive Non -Independent Director

(Rs.)

1

Independent

Directors

- Fees for attending board, committee meetings

g 58,500

49,500

57,750

28,500

1,94,250

- Commission

-

-

-

-

-

- Others, please specify

-

-

-

-

-

Total (D

58,500

49,500

57,750

28,500

1,94,250

2 Other Non- ----

Executive Directors

- Fees for attending - board, committee meetings

- Commission -----

- Others, please ----specify

Total (2) - - - - -

Total (B) = ( 2) 58,500 49,500 57,750 28,500 1,94,250

Total Managerial Remuneration (A B) 1,08,58,312

21. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The StakedAders Relationship Committee consists of the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mr. Anthony DSouza

Chairman

Non-Executive Independent Director

Mr. Asit Pal

Member

Non-Executive Independent Director

Mr. Sushil R. Sharda

Member

Whole time Director

22. INITIAL PUBLIC OFFERING (IPO) COMMITTEE:

The IPO Committee consol the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mr. Sushil R. Sharda

Chairman

Whole time Director

Mr. Murarilal Mittal

Member

Managing Director

Mr. Asit Pal

Member

Non-Executive Independent Director

The above composition of the IPO Committee consists of Independent Director Mr. Asit Pal.

23. INDEPENDENT DIRECTOR’S COMMITTEE:

The Independent Directors Committee consists of the following members:

Name of the Director

Status in Committee

Nature of Directorship

Mr. Supratik Chatterjee

Chairman

Non-Executive Independent Director

Mr. Anthony DSouza

Member

Non-Executive Independent Director

Mr. Asit Pal

Member

Non-Executive Independent Director

24. VIGIL MECHANISM:

The Company has establish a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of t Audit Committee on reporting issues concerning the interests of employees and the Company.

An Internal Complaints Committee has been formed for each location of your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case of Sexual harassment was reported to the Internal Complaints Committee during the year under review.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions entered with Related Parties for the year under review were on arms length basis. The Particular Contracts or Arrangements with Related Parties in terms of Section 134 of the Companies Act, 2013, are given in Form No. AOC 2.

26. MATERIAL CHANGES AND COMMITMENTS:

- Your Company raised capital by issuing 1,55,55,555 Equity Shares of Rs. 10/- each per shares for a premium of Rs. 35/- per share to the public at the end of the financial year 2015-16 and got listed on National Stock Exchange of India Limited and BSE Limited.

- No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company’s operation in future.

- N one of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointer and Remuneration of Managerial Personnel) Rules, 2014.

- During the year under report, no shares with differential rights were issued by your Company, nor did your Company allot any equity shares as sweat equity shares or bonus shares.

27. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has a robust internal control system commensurate with the size and scale of its operations. Roles a responsibilities are clearly defined and assigned. Standard operating procedures are in place by way of built in controls in ERP system and have been designed to provide a reasonable assurance. A reputed CA firm has also been engaged for internal audit, covering all units and business operations. The Audit Committee reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them. Apart from having all policies, procedures and inter audit mechanism in place, your Company also periodically engages outside experts to carry out an independent review of the effectiveness of various business processes. The observations and good practices suggested are reviewed by the Management: and Audit Committee and appropriately implemented with a view to continuously strengthen internal controls.

28. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2015-16:

Name of the Directors

Ratio to the median Remuneration

Non-Executive directors

Mr. Supratik Chatterjee

0.257

Mr. Anthony DSouza

0.217

Mr. Asit Pal

0.253

Ms. Ruhi Mittal

0.125

Executive directors

Mr. Murarilal Mittal

4.479

Mr. Sushil R. Sharda

10.235

Mr. Sumit Kumar Modak

11.810

Mr. Venkateswararao Kandikuppa

10.391

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2015-16:

Directors, Chief Financial Officer and Company Secretary

% Increase in remuneration in the financial year

Mr. Supratik Chatterjee

290

Mr. Anthony DSouza

230

Mr. Asit Pal

670

Ms. Ruhi Mittal

-

Mr. Murarilal Mittal

-

Mr. Sushil R. Sharda

0.03

Mr. Sumit Kumar Modak

43.41

Mr. Venkateswararao Kandikuppa

4.42

Mr. Rakesh Kumar Jain

-

Mr. Shailesh Rakhasiya

31.05

* Mr. Rakesh Kumar Jain was appointed on April 16, 2015, therefore, increase in his remuneration not provided.

* Ms. Ruhi Mittal was appointed to Non-Executive Non Independent Director in the Extra Ordinary General Meeting held on April 25, 2015 therefore, increase in her remuneration not provided.

iii. The percentage increase in the median remuneration of employees in the financial year 2015-16: 22,47%

iv. The number of permanent employees on the rolls of Company:

There were 319 permanent employees as on March 31, 2016.

v. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 4.7%. The individual increments are based on individual performance. The increase in remuneration is in line with the market trends in India. In order to ensure t-hat rendition reflects Company performance, the performance pay is also linked to organization performance, apart from an individual’s performance.

vi. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY 15-16

1,27,14,701

Revenue

60,70,28,472

Remuneration of KMPs (as % of revenue)

2.09

Profit before Tax (PBT)

2,2174,943

Remuneration of KMP (as % of PBT)

57.34

Note: KMP includes Managing Director, Whole-Time director, Company Secretary & Chief Financial Officer as per Section 203 of Companies Act, 2013.

vii. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars

March 31, 2016

Market capitalization (NSE)

2,02,28,51,160

Price Earnings Ratio

97.82

ix. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The averred annual increase was around 4.7% in the salaries of the employees.

x. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

PARTICULARS

Mr. Murarilal Mittal, (Managing Director)

Mr. Sushil Sharda (Whole -Time Director)

Mr. Sumit Kumar Modak (Whole-Time Director)

Remuneration in FY 15-16

33,00,000

23,32,800

26,9175

Revenue (Rs. in lakhs)

60,70,28,472

Remuneration as % of revenue

0.54

0.38

0.44

Profit before Tax (PBT) (Rs. in lakhs)

22,74,943

Remuneration (as % of PBT)

14.88

10.51

2.B

PARTICULARS

Mr. Venkateswarao Kandikuppa (Whole-Time Director)

Mr. Rakesh Kumar Jain,

(Chief Financial Officer)

Mr. Shailesh Rakhasiya, (Company Secretary)

Remuneration in FY 15-16

23,68,347

17,41,389

2,80,450

Revenue (Rs. in lakhs)

60,70,28,472

Remuneration as % of revenue

0.39

0.29

0.05

Profit before Tax (PBT) (Rs. in lakhs)

22,74,943

Remuneration (as % of PBT)

10.68

7.85

126

xi. The key parameters for any variable component of remuneration availed by the directors:

The sitting fees paid to the Non - Executive Directors are in the ceiling limit as provided in the Companies Act 2013.

The said fees are decided each year by the board of dried tossed on their attendance and contribution at the Board and certain Committee Meeting.

xii. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None

xiii. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

29. ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to its bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Direct'' gratefully acknowledge the support and confidence reposed by the shareholders on your Company.

For Bharat Wire Ropes Limited

For Bharat Wire Ropes Limited

Murarilal Mittal Sushil R. Sharda

Managing Director Whole-time Director

DIN: 00010689 DIN: 03117481

Date : May 29, 2016

Place: Mumbai

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