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Directors Report of BMW Industries Ltd.
Mar 31, 2025
Your directors take great pleasure in presenting the 43rd (Forty-third) Annual Report together with Audited Annual
Financial Statements (including Audited Consolidated Financial Statements) of the Company (âBMWILâ) for the Financial
Year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
(Rupees in lakh)
|
Details |
STANDALONE |
CONSOLIDATED |
||
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
|
|
Revenue from Operations Profit before Depreciation, Finance Cost, Exceptional Item and Tax Finance Costs Depreciation Exceptional Item Profit Before Tax Tax Expenses Profit after Tax Other Comprehensive Income Total Comprehensive Income |
55708.36 |
53533.05 |
62862.08 |
59818.74 |
|
934.86 |
410.07 |
1006.78 |
428.72 |
|
|
56643.22 |
53,943.12 |
63868.86 |
60,247.46 |
|
|
12763.23 |
13,775.24 |
15715.38 |
15,062.02 |
|
|
1228.53 |
1,958.00 |
1326.26 |
1,978.61 |
|
|
3732.15 |
3,817.90 |
4409.87 |
4,451.76 |
|
|
NIL |
Nil |
Nil |
Nil |
|
|
7802.85 |
7,999.34 |
9979.25 |
8,631.65 |
|
|
1443.34 |
2,093.19 |
2494.95 |
2,251.84 |
|
|
6359.51 |
5,906.15 |
7484.30 |
6,379.81 |
|
|
(1.06) |
(12.50) |
8.57 |
(10.58) |
|
|
6358.45 |
5,893.65 |
7492.87 |
6,369.23 |
|
FINANCIAL PERFORMANCE HIGHLIGHTS &
STATE OF COMPANYâS AFFAIRS
Your company has achieved robust growth in their
business segments both in terms of production and
financial numbers. During the financial year 2024-25
your company has achieved a gross total income of Rs.
63868.86 Lakh during the year on consolidated basis
as against Rs. 60,247.46 Lakh in the previous year. The
profit before tax during the year on consolidated basis
was Rs. 9979.25 Lakh as against Rs. 8,631.65 Lakh in
the previous year. The profit after tax during the year on
consolidated basis was Rs. 7484.30 Lakh as against Rs.
6,369.23 Lakh in the previous year.
Similarly, on standalone basis your company has
achieved a gross income of Rs. 56643.22 Lakh as against
Rs. 53,943.12 Lakh in the previous financial year. The
profit before tax was Rs. 7802.85 Lakh as against Rs.
7,999.34 Lakh in the previous year and profit after tax
was Rs. 6359.51 Lakh as against Rs. 5,906.15 Lakh in
the previous year.
Detailed financial statements of the Company along with
various financial ratios are available in the Management
Discussion & Analysis Report forming part of this report.
MATERIAL CHANGES OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR UNDER
REVIEW AND THE DATE OF THE REPORT
There were no material changes and commitments,
affecting the financial position of the Company which has
occurred between the end of the financial year to which
the financial statements relate and the date of the report.
SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES
a) Subsidiaries
The Consolidated Financial Statements of the
Company and its subsidiaries, prepared in
accordance with Indian Accounting Standards
notified under the Companies (Indian
Accounting Standards) Rules, 2015 (âInd AS''),
form part of the Annual Report and are reflected
in the Consolidated Financial Statements of the
Company. The Annual Financial Statements
of the subsidiaries and related detailed
information will be made available to Members
seeking information at any time. They are also
available on the website of the Company at
https://www.bmwil.co.in/financials/
Further a statement containing the salient
features of the financial statements of each of
the subsidiaries, associates in the prescribed
format Form AOC-1, forms part of the Annual
Report and marked as âAnnexure-Iâ. The
annual accounts of the subsidiary companies
will be made available to the shareholders on
request and will also be kept for inspection
by the shareholders at the registered office
of your Company.
Further, the Company has adopted a Policy for
determining Material subsidiaries in terms of
Regulation 16 (1) (c) of Listing Regulations. The
Policy approved by the Board is available on the
website of the Company at https://www.bmwM.
co.in/corporate-codes-and-policies/
Further, one of the subsidiaries of the Company
i.e., BMW Iron & Steel Industries Limited has
become a material subsidiary of the Company
during the Year. Being a material subsidiary,
the Company was required to undergo a
Secretarial Audit and its Secretarial Audit
report was required to be annexed with the
Annual report of its Holding Company i.e., with
BMW Industries Limited under regulation
24 A of the Listing Regulations. The same is
provided as a separate annexure âAnnexure-
5Aâ forming part of this Board''s Report.
Further, the Board of Directors of the Company,
at its meeting held on August 14, 2024,
approved the proposed amalgamation of its
wholly-owned subsidiaries, i.e., BMWISIL and
NCPL, with the Company, i.e., BMW Industries
Limited (âBMWILâ). The matter is currently
pending final approval from the Hon''ble
National Company Law Tribunal (âNCLTâ). The
NCLT has already issued the First Motion
Order on December 13, 2024, and the Second
Motion Order on March 6, 2025, both in favor
of the proposed amalgamation. The final order
is currently awaited.
b) Joint Ventures
Your Company has no Joint Venture.
c) Associate Company
Your Company has no Associate Company.
DIVIDEND
Your Company has adopted a Dividend Distribution Policy
in accordance with the provisions of Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as âListing
Regulations''). The Policy, inter alia, intends to ensure that
a balanced and concise decision is taken with regard to
distribution of dividend to the shareholders and retaining
capital to maintain a healthy growth of the Company
and lays down various parameters to be considered
by the Board before declaration/recommendation of
dividend to the members of the Company. The Dividend
Distribution Policy is available on the website of the
Company at www.bmwil.co.in
In line with the Policy and in recognition of the financial
performance during financial year 2024-25, your
Directors had recommended a final dividend of 43% i.e.
Re. 0.43 per equity share of Re. 1/- each.
If the dividend, as recommended above, is declared
by the members at the forthcoming Annual General
Meeting, the same will be paid within 30 days from the
date of declaration to those shareholders whose name
appears in the Register of Members as on the record
date. Pursuant to the Finance Act, 2020, dividend
income is taxable in the hands of the shareholders
effective April 1, 2020 and the Company is required to
deduct tax at source from dividend paid to the Members
at prescribed rates as per the Income Tax Act, 1961.
TRANSFER OF UNCLAIMED / UNPAID
AMOUNTS TO THE INVESTOR EDUCATION
AND PROTECTION FUND:
In terms of Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(âIEPF Rulesâ), the Company is required to transfer the
unpaid/unclaimed dividend amounts which remained
unclaimed for seven years from the date of such transfer
to the Investor Education and Protection Fund (IEPF) set
up by the Central Government. Further, all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years shall also be transferred by
the Company to the IEPF.
The details relating to unclaimed / unpaid amounts to
the investor education and protection fund has been
separately provided in the Corporate Governance Report.
TRANSFER TO GENERAL RESERVE
The Board of Directors does not propose to transfer any
fund to the General Reserve.
ANNUAL RETURN
In terms of Section 92(3) of the Act, the draft Annual
Return for the financial year ended 31st March, 2025 is
displayed on the website of the Company www.bmwil.co.in
and forms an integral part of this Annual Report. The web
link for the same is https://www.bmwil.co.in/financials/
SHARE CAPITAL
During the year, the Company has not issued any kind
of securities. The Company''s paid-up share capital
continues to stand at Rs. 22,50,86,460 consisting of
22,50,86,460 equity shares of Re.1 each as on 31st
March 2025. The Company''s equity shares are listed on
BSE Limited and Calcutta Stock Exchange Limited (CSE).
DIRECTORS & KEY MANAGERIAL PERSONNEL
(a) Re-appointment of Mr. Ram Gopal Bansal (DIN
- 00144159)
Pursuant to the provisions of Section 152(6) of
the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules,
2014, Mr. Ram Gopal Bansal (DIN - 00144159), will
retire by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for
re-appointment.
(b) Appointment/ Cessation of Directors during
the period under review
⢠Mrs. Priti Todi (DIN: 01318570) was appointed
as an Additional Independent Director of
the Company by the Board of Directors
upon recommendation of Nomination &
Remuneration Committee, after considering the
skills, integrity, expertise and experience, with
effect from 5th September, 2024, not liable to
retire by rotation, for a term of five consecutive
years and approval of members were accorded
in the AGM held on 30th September, 2024.
⢠Mr. Sunil Kumar Parik (DIN: 00884149)
and Mr. Rampriya Sharan (DIN: 05304025),
Non-Executive Independent Directors of
the Company ceased from the Board of the
Company w.e.f 30th September, 2024 due to
his expiry of term of five years as Independent
Directors of the Company.
⢠Mr. Dilip Kumar Mandal (DIN: 03313130) was
appointed as a Non-Executive Independent
Director of the Company w.e.f 10th December,
2024. However, Director ceased due to his
poor health condition w.e.f 17th March, 2025
from the Board of the Company.
(c) Key Managerial Personnel (KMP)
During the year under review and pursuant to
the provisions of Section 203 of the Companies
Act, 2013 there has been change in the Key
Management Personnel. Mr. Abhishek Agarwal,
CFO of the Company ceased to hold office and
Mr. Vikram Kapur, Company Secretary and
Compliance Officer was re-designated as a CFO
& Company Secretary cum Compliance Officer
w.e.f 19th October, 2024. Whereas, Mr. Ram Gopal
Bansal, Whole Time Director, Mr. Harsh Kumar
Bansal, Managing Director, Mr. Vivek Kumar
Bansal, Managing Director continued to hold their
position in the company.
None of the Directors of the Company are disqualified
as per section 164(1) or 164(2) of the Companies
Act, 2013 and rules made there under. The
Directors have also made necessary disclosures to
the extent as required under provisions of section
184(1) as applicable.
Information regarding the directors seeking re¬
appointment as required under Regulation 36 of
the Listing Regulations and Secretarial Standard-2
has been given in the Notice convening the ensuing
Annual General Meeting.
BOARD EVALUATION
The Company has formulated a Policy for performance
evaluation of Independent Directors, Board Committees
and other Directors, by fixing certain criteria, which was
recommended by the Nomination and Remuneration
Committee and adopted by the Board. The criteria for
the evaluation include their functioning as Members
of Board or Committees of the Directors included their
contribution as well as Board composition, effectiveness
of Board processes, information and functioning. The
criteria for committee functioning includes effectiveness
of committee meetings, performance review in
accordance roles and responsibilities assigned. The
criteria for evaluation of individual director included their
contribution and preparedness for the issues discussed
at the meetings, The Chairman was also evaluated with
respect to his role.
During the year under review, the Board carried out
annual evaluation in accordance with the above said
Policy and expressed satisfaction and contentment on
the performance of all the Directors, the Committees
and the Board as a whole. The evaluation mechanism
with parameters has been explicitly described in the
Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company have given
declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Companies Act,
2013 and Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAMME UNDERTAKEN
FOR INDEPENDENT DIRECTOR
In terms of Regulation 25(7) of the SEBI (LODR)
Regulations, 2015, your Company is required to conduct
Familiarization Programme for Independent Directors
(ID) to familiarize them about your Company including
nature of Industry in which your company operates,
business model, responsibilities etc. Further, pursuant
to Regulation 46 of the SEBI (LODR) Regulations, 2015,
your Company is required to disseminate on its website,
details of familiarization programmes imparted to the
Ids including the details of the same. During the year,
the Company has organized two (2) familiarization
Programmes. The details of the familiarization
programme of Independent Directors are provided in
the Corporate Governance Report. The said policy is
available on the website of the Company at https://www.
bmwil.co.in/corporate-codes-and-policies/
REMUNERATION POLICY
The Board has on the recommendation of the Nomination
& Remuneration Committee adopted the Remuneration
Policy, which inter alia includes policy for selection and
appointment of Directors, Key Managerial Personnel,
Senior Management Personnel and their remuneration.
The remuneration policy of the Company aims to attract,
retain and motivate qualified people at the Executive
and at the Board levels. The remuneration policy seeks
to employ people who not only fulfill the eligibility
criteria but also have the attributes needed to fit into
the corporate culture of the Company. The said policy
is available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/
DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors acknowledge the responsibility for
ensuring compliances with the provisions of section
134(3)(c) read with Section 134(5) of the Companies Act,
2013 and provisions of the SEBI (LODR) Regulations,
2015 and in the preparation of the annual accounts for
the year ended 31st March, 2025 states that â
(a) in the preparation of the annual accounts, the
applicable Indian accounting standards have been
followed along with proper explanation relating to
material departures;
(b) they 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 at the end of the financial year and of the
profit of the company for the year;
(c) they have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act
for safeguarding the assets of the company and
for preventing and detecting fraud and other
irregularities;
(d) the annual accounts have been prepared on a
going concern basis;
(e) they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and
(f) proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
THE BOARD OF DIRECTORS AND COMMITTEE
(i) Board of Directors
The Board meets at regular intervals to discuss and
decide on business policy and strategy apart from
other Board business. However, in case of special
and urgent business need, the Board''s approval is
taken by passing resolutions through circulation,
as permitted by law, which are confirmed in the
subsequent Board meeting.
During the year under review, 14 (fourteen) Board
Meetings were convened, the details of which are
given in the Corporate Governance Report. The
intervening gap between the Meetings was within
the period prescribed under the Companies Act,
2013 as well as the SEBI (LODR) Regulations, 2015.
(ii) Committees of the Board
The Board has constituted its six Committees
to ensure proper focus on different aspects of
business. Board reviews the functioning of these
committees in normal course of its functioning.
The different committees of the Board are Audit
Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, Risk
Management Committee and Finance Committee.
These committees work on areas/activities
specifically assigned to them by the Companies Act,
2013 and such other tasks/activities as is assigned
to them by the Board.
The details of Committees, their composition, terms
of reference, date of meetings and attendance at
the meeting have been furnished in the Corporate
Governance Report forming part of this Annual
Report. There has been no instance where the
Board has not accepted the recommendations of the
Audit Committee.
MANAGEMENT DISCUSSION & ANALYSIS
REPORT
The Management Discussion and Analysis Report in
compliance with Regulation 34(2) (e) of Listing forms an
integral part of this report and marked as âAnnexure- 2â.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year of the Company
to which financial statements relates and the date
of this report.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR/COURTS/
TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANYâS OPERATIONS IN
FUTURE
There were no significant and material orders passed
by the Regulators or Courts or Tribunals during the year
impacting the going concern status and the operations
of the Company in future.
INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Act, the term
Internal Financial Control (âIFC'') means the policies and
procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including
adherence to Company''s policies, the safeguarding
of its assets, the prevention and early detection of
frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of
reliable financial information.
The Board is responsible for ensuring that internal
financial control is laid down in the Company and that
such controls are adequate and operating effectively.
The Company''s internal control systems commensurate
with the nature of its business and the size and
complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors
and cover all offices, factories and key business areas
of the company.
Internal Audit is conducted periodically and the internal
auditor monitors and evaluates the efficiency and
adequacy of internal control system including internal
financial control in the company.
Necessary certification by the Statutory Auditors in
relation to Internal Financial Control u/s 143(3)(i) of the
Act forms part of the Audit Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social
Responsibility (CSR) Committee, in terms of provisions of
Section 135 of the Act read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 inter alia to give
directions and assistance to the Board for leading the
CSR initiatives of the Company. The Committee formulates
and reviews the CSR Plan and also monitors the progress
of the CSR activities. The details of the Committee have
been disclosed in the Corporate Governance Report.
The Company has adopted a Corporate Social
Responsibility Policy in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014
which can be accessed at https://www.bmwil.co.in/
corporate-codes-and-policies/
Since there was no unspent amount, the Company was
not required to transfer any amount to any fund or
separate bank account during the year, in accordance
with the Companies (Corporate Social Responsibility
Policy) Rules, 2014.
The Annual Report on CSR activities, containing details
of brief outline of the CSR Policy of the company and
the initiatives undertaken by the company during the
financial year ended 31st March, 2025, in accordance
with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
âAnnexure-3â to this report.
PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The details required pursuant to the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules , 2014, relating
to conservation of energy, technology absorption and
Foreign Exchange Earning and outgo form part the
Board''s Report and marked as âAnnexure -4â .
AUDITORS
(i) STATUTORY AUDITORS
In accordance with Section 139 of the Companies
Act, 2013 read with the Companies (Audit and
Auditors Rules) 2014, M/s. Lodha & Co. LLP
Chartered Accountants (Firm Registration Number
301051E) were re-appointed as Statutory Auditors
of the Company for a second term till the conclusion
of the 45th Annual General meeting of the company
to be held in the year 2027.
The Statutory Auditor''s Report on the Financial
Statement for the financial year ended 31st March,
2025 forms part of this Annual Report. The Auditor''s
Report is self-explanatory and does not contain any
qualification or reservations or adverse remark or
report of fraud.
(ii) COST AUDITORS
The Board of Directors of the Company appointed
M/s Sohan Lal Jalan & Associates, Cost Accountants,
(Firm Registration Number 000521) as Cost Auditors
of the Company for the financial year 2025-26 in
accordance with Section 148 of the Companies Act,
2013 read with the Companies (Cost Record & Audit)
Rules 2014 at a remuneration of Rs. 1,00,000/- plus
applicable taxes and reimbursement of out of pocket
expenses. The remuneration is required to be
approved by the shareholders at the ensuing Annual
General Meeting and a resolution to such effect is
included in the notice of Annual General Meeting.
(iii) SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the
Company had appointed M/s MKB & Associates,
Company Secretaries (Firm Registration Number
(P2010WB042700) a firm of Company Secretaries
in Practice to undertake the Secretarial Audit
of the Company from the financial year 2025¬
26 till the financial year 2029-30. The Report
of the Secretarial Audit is annexed herewith as
âAnnexure- 5.
With reference to the observation regarding Board
composition for the period from September 30,
2024 to December 9, 2024, it is stated that the
Board appointed a new Independent Director within
three months of the cessation of the previous
Independent Director, thereby restoring compliance
with the applicable requirements. The interim
time was necessitated by a thorough process of
identifying and appointing a suitably qualified and
competent individual.
(iv) INTERNAL AUDITORS
S K Agrawal & CO. Chartered Accountants LLP,
was appointed by the Board of Directors as the
Internal Auditor of the Company for FY 2024-25. The
Report of the Internal Audit is placed before Audit
Committee and Board of Directors.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory
auditors nor the secretarial auditors has reported
to the Audit Committee under Section 143(12) of the
Companies Act, 2013 any fraud committed against
the Company by its officers or employees, the details
of which need to be mentioned in the Board''s Report.
RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Regulations,
2015, related party transactions are placed
before the Audit Committee for approval.
Wherever required, prior approval of the Audit
Committee is obtained on an omnibus basis for
continuous transactions and the corresponding
actual transactions become a subject of review at
subsequent Audit Committee Meetings.
All the related party transactions that were
entered into during the financial year were on an
arm''s length basis and in the ordinary course of
business and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 there were no materially
significant related party transaction which may
have conflict with interest of the company or which
are required to be reported in form AOC-2.
The Company has formulated a policy on related
party transactions for purpose of identification and
monitoring of such transactions. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/
The details of related party transaction entered
during the year are provided in the notes of
Financial Statement.
PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES
Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is annexed to this Report as âAnnexure 6" and forms
part of the Report.
VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has in place a Whistle Blower Policy in
compliance with the provisions of Section 177(9) of the
Act and Regulation 22 of the Listing Regulations. The
Policy provides a framework to promote responsible
and secured reporting of unethical behaviour,
actual or suspected fraud, violation of applicable
laws and regulations, financial irregularities, abuse
of authority, etc. by Directors, employees and the
management. The said policy is available on the website
of the Company at https://www.bmwil.co.in/corporate-
codes-and-policies/
The Company endeavours to provide complete protection
to the Whistle Blowers against any unfair practices. The
Audit Committee oversees the genuine concerns and
grievances reported in conformity with this Policy. It
is affirmed that no personnel of the Company has been
denied access to the Audit Committee and no case was
reported under the Policy during the year.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements as set out
by SEBI. The Company has also implemented several
best corporate governance practices. The report on
Corporate Governance as stipulated under Schedule V
of the SEBI (LODR) Regulations, 2015 forms an integral
part of this report and marked as âAnnexure- 7 .
As per the Regulation 34(3) read with Schedule V of the
Listing Regulations a separate section on Corporate
Governance Practice followed by the Company together
with a certificate from practicing Company Secretary
confirming compliance of Corporate Governance as
stipulated forms part of the Annual Report.
Your Company has taken adequate steps for strict
compliance with the Corporate Governance guidelines,
as amended from time to time.
DEPOSITS
Your Company has neither accepted nor renewed any
deposits from public within the meaning of Section
73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the year.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business
of the Company during the financial year ended
31st March, 2025.
LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.
There was no loans and advances in the nature of loans
to firms/companies in which directors are interested.
CODE OF CONDUCT
The declaration from Managing Director of the Company
in respect of compliance of Code of conduct by the Board
Members and Senior Management personnel forms part
of the Annual Report. The said policy is available on the
website of the Company at https://www.bmwil.co.in/
corporate-codes-and-policies/
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR) / BUSINESS
RESPONSIBILITY REPORTING (BRR)
SEBI has specified that BRSR to be submitted by the
top 1,000 listed companies by market capitalization as
per Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Our company does not meet this threshold, hence,
the Board confirms that the provisions related to
BRSR are not applicable for the financial year ended
March 31, 2025. However, Company is attaching the
Business Responsibility Reporting (BRR) voluntarily
in âAnnexure-8.
CHIEF EXECUTIVE OFFICER (CEO) / CHIEF
FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the SEBI (LODR)
Regulations, 2015, the CEO/CFO Report and marked
as âAnnexure 9"
CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS
As per the Regulation 34(3) and Schedule V Para C clause
(10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a certificate from
practicing Company Secretary confirming that none
of the Directors on the Board of the Company for the
Financial Year ending on 31st March, 2025 have been
debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority and a copy
thereof is contained elsewhere in this Annual Report
and marked as âAnnexure 10"
RISK MANAGEMENT POLICY
The Company has built a comprehensive risk
management framework that seeks to identify all kinds
of anticipated risks associated with the business and to
take remedial actions to minimise any kind of adverse
impact on the Company. The Company understands that
risk evaluation and risk mitigation is an ongoing process
within the organisation and is fully committed to identify
and mitigate the risks in the business. The identification
of risks is done at strategic, business and operational
levels and the risk management process of the Company
focuses mainly on three elements, viz. (i) Risk Assessment;
(11) Risk Management; (iii) Risk Monitoring.
The Company has formulated and implemented a
Risk Management policy in accordance with Listing
Regulations, to identify and monitor business risk and
assist in measures to control and mitigate such risks.
The Audit Committee examines inherent and unforeseen
risks in accordance with the policy on a periodical
and ensures that mitigation plans are executed with
precision. The Board is also briefed about the identified
risks and mitigation plans undertaken by basis the
management at regular intervals.
As on date, there are no risks which in the opinion of the
Board can threaten the existence of the Company.
The Company''s policy on Risk Management are available
on the website of the Company at www.bmwil.co.in.
HUMAN RESOURCES
Your company continues to enjoy cordial relationship
with its personnel at all levels and focusing on attracting
and retaining competent personnel and providing a
holistic environment where they get opportunities to
grow and realize their full potential. Your company is
committed to providing all its employees with a healthy
and safe work environment.
Your company is organizing training programs wherever
required for the employees concerned to improve their
skill. Employees are also encouraged to participate in
the seminars organized by the external agencies related
to the areas of their operations.
NAME OF COMPANIES WHICH HAVE CEASED
TO BE ITS SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES DURING THE
YEAR
None
DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment
at workplace as per the requirement of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (âPOSH Act'') and Rules
made thereunder. Executive members of the Board of
Directors of the Company are authorized to redress
complaints received regarding sexual harassment.
The following is the summary of Sexual Harassment
complaints received and disposed of during
the year 2024-25:
No. of Complaints pending as on 1st April, 2024: NIL
No. of Complaints received: NIL
No. of Complaints Disposed of: NIL
COMPANYâS WEBSITE
The website of your Company www.bmwil.co.in, has
been designed to present the Company''s businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director''s & Corporate Profile, details of Board
Committees, Corporate Policies and business activities
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013 and the Rules made thereunder are placed
on the website.
OTHER DISCLOSURES
During the year under the review:
i) There was no application made or any proceeding
pending under the insolvency and Bankruptcy
Code, 2016, involving the Company; and
ii) The Company had not entered into any one-time
settlement with any Bank or any Financial Institution.
CAUTIONARY STATEMENT
Statements in these reports describing company''s
projections statements, expectations and hopes are
forward looking. Though, these expectations etc.
are based on reasonable assumption, the actual
results might differ.
ACKNOWLEDGMENTS
The Board of Directors wishes to express its gratitude
and record its sincere appreciation for the commitment
and dedicated efforts put in by all the employees at all the
levels during this challenging period. Your Directors take
this opportunity to express their grateful appreciation
for the encouragement, co-operation and support
received by the Company from the local authorities,
bankers, customers, suppliers and business associates.
The directors are thankful to the esteemed shareholders
for their continued support and the confidence reposed
in the Company and its management.
For and on behalf of the Board
Sd/-
Ram Gopal Bansal
Place: Kolkata Chairman
Date: 16.05.2025 DIN: 00144159
Mar 31, 2024
Your directors take great pleasure in presenting the 42nd (Forty Second) Annual Report together with Audited Annual Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS
|
(Rupees in lakh) |
||||
|
Particulars |
STANDALONE |
CONSOLIDATED |
||
|
FY 2023-24 |
FY 2023-24 |
FY 2023-24 |
FY 2023-24 |
|
|
Income from Operations Profit before Depreciation, Finance Cost, Exceptional Item and Tax Finance Costs Depreciation Exceptional Item Profit Before Tax Tax Expenses Profit after Tax Other Comprehensive Income Total Comprehensive Income |
53,943.12 |
51,643.27 |
60,247.46 |
57,146.99 |
|
13,775.24 |
11,856.06 |
15,062.02 |
13,881.87 |
|
|
1,958.00 |
2,368.04 |
1,978.61 |
2,395.00 |
|
|
3,817.90 |
3,340.76 |
4,451.76 |
3,974.65 |
|
|
Nil |
Nil |
Nil |
Nil |
|
|
7,999.34 |
6,147.26 |
8,631.65 |
7,512.22 |
|
|
2,093.19 |
1,732.61 |
2,251.84 |
2064.05 |
|
|
5,906.15 |
4,414.65 |
6,379.81 |
5,448.17 |
|
|
(12.50) |
(8.59) |
(10.58) |
(8.54) |
|
|
5,893.65 |
4,406.06 |
6,369.23 |
5,439.63 |
|
2. FINANCIAL PERFORMANCE HIGHLIGHTS & STATE OF COMPANYâS AFFAIRS
Your company has achieved robust growth in their business segments both in terms of production and financial numbers During the financial year 2023-24 your company has achieved a gross total income of Rs. 60,247.46 Lakh during the year on consolidated basis as against Rs. 57,146.99 Lakh in the previous year. The profit before tax during the year on consolidated basis was Rs. 8,631.65 Lakh as against Rs. 7,512.22 Lakh in the previous year. The profit after tax during the year on consolidated basis was Rs. 6,379.81 Lakh as against Rs. 5,448.17 Lakh in the previous year.
Similarly on standalone basis your company has achieved a gross income of Rs. 53,943.12 Lakh as against Rs. 51,643.27 Lakh in the previous financial year. The profit before tax was Rs. 7,999.34 Lakh as against Rs. 6,147.26 Lakh in the previous year and profit after tax was Rs. 5,906.15 Lakh as against Rs. 4,414.65 Lakh in the previous year.
Detailed financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.
There are no material changes or commitments affecting the financial position of the Company which has occurred between the end of financial year and the date of Report.
3. SUBSIDIARY COMPANIES &CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (âInd AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of the subsidiaries and related detailed information will be made available to Members seeking information at any time. They are also available on the website of the Company at www.bmwil.co.in.
Further a statement containing the salient features of the financial statements of each of the subsidiaries, associates in the prescribed format Form AOC-1, forms part of the Annual Report and marked as âAnnexure-Iâ. The annual accounts of the subsidiary companies will be made available to the shareholders on request and will also be kept for inspection by the shareholders at the registered office of your Company.
Your Company has adopted a Dividend Distribution Policy in accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulations'').
The Policy, inter alia, intends to ensure that a balanced and concise decision is taken with regard to distribution of dividend to the shareholders and retaining capital to maintain a healthy growth of the Company and lays down various parameters to be considered by the Board before declaration/ recommendation of dividend to the members of the Company. The Dividend Distribution Policy is available on the website of the Company at www.bmwil.co.in
In line with the Policy and in recognition of the financial performance during financial year 202324, your Directors had recommended a final dividend of 21% i.e. Re. 0.21 per equity share of Re. 1/- of the company in addition to an interim dividend of Re. 0.22 per equity share of Re.1/- which has been paid during the year 2023-24.
If the dividend, as recommended above, is declared by the members at the forthcoming Annual General Meeting, the same will be paid within 30 days from the date of declaration to those shareholders whose name appears in the Register of Members as on the record date. Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
5. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:
In terms of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), the Company is required to transfer the unpaid/unclaimed dividend amounts which remained unclaimed for seven years from the date of such transfer to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall also be transferred by the Company to the IEPF.
The details relating to unclaimed / unpaid amounts to the investor education and protection fund has been separately provided in the Corporate Governance Report.
6. TRANSFER TO GENERAL RESERVE
The Board of Directors does not propose to transfer any fund to the General Reserve.
During the year, the Company has not issued any kind of securities. The Company''s paid-up share capital continues to stand at Rs. 22,50,86,460 consisting of 22,50,86,460 equity shares of Rs.1 each as on 31st March 2024. The Company''s equity shares are listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited (CSE).
8. DIRECTORS & KEY MANAGERIAL PERSONNEL
(a) Re-appointment of Mr. Harsh Kumar Bansal (DIN - 00137014)
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Harsh Kumar Bansal (DIN-00137014), will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
(b) Re-appointment of Ms. Monica Chand (DIN: 09221662)
Ms. Monica Chand (DIN: 09221662) has been recommended for re-appointment as an Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, on the basis of the report of performance evaluation undertaken and after considering the skills, integrity, expertise and experience and considering contribution for the growth and development of the Company, with effect from 30th June, 2024, not liable to retire by rotation, for a second term of five consecutive years, subject to approval of members at ensuing AGM of the Company.
(c) Appointment of Ms. Priti Todi (DIN: 01318570)
Ms. Priti Todi (DIN: 01318570) was appointed as an Additional Independent Director of the Company by the Board of Directors upon recommendation of Nomination & Remuneration Committee, after considering the skills, integrity, expertise and experience, with effect from 5th September, 2024, not liable to retire by rotation, for a term of five consecutive years, subject to approval of members at ensuing AGM of the Company.
(d) Key Managerial Personnel (KMP)
During the year under review and pursuant to the provisions of Section 203 of the Companies
Act, 2013 there has been no change in the Key Management Personnel. Mr. Ram Gopal Bansal, Whole Time Director, Mr. Harsh Kumar Bansal, Managing Director, Mr. Vivek Kumar Bansal, Managing Director, Mr. Abhishek Agarwal, CFO, and Mr. Vikram Kapur, Company Secretary and Compliance Officer continue to hold their position in the company.
None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and rules made there under. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.
Information regarding the directors seeking re-appointment as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the Notice convening the ensuring Annual General Meeting.
The Company has formulated a Policy for performance evaluation of Independent Directors, Board Committees and other Directors, by fixing certain criteria, which was recommended by the Nomination and Remuneration Committee and adopted by the Board. The criteria for the evaluation include their functioning as Members of Board or Committees of the Directors included their contribution as well as Board composition, effectiveness of Board processes, information and functioning. The criteria for committee functioning includes effectiveness of committee meetings, performance review in accordance roles and responsibilities assigned. The criteria for evaluation of individual director included their contribution and preparedness for the issues discussed at the meetings, The Chairman was also evaluated with respect to his role.
During the year under review, the Board carried out annual evaluation in accordance with the above said Policy and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole. The evaluation mechanism with parameters has been explicitly described in the Corporate Governance Report.
10. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. FAMILIARIZATION PROGRAMMEUNDERTAKEN FOR INDEPENDENT DIRECTOR
In terms of Regulation 25(7) of the SEBI (LODR) Regulations, 2015, your Company is required to conduct Familiarization Programme for Independent Directors (ID) to familiarize them about your Company including nature of Industry in which your company operates, business model, responsibilities of the Ids etc. Further, pursuant to Regulation 46 of the SEBI (LODR) Regulations, 2015, your Company is required to disseminate on its website, details of familiarization programmes imparted to the Ids including the details of the same. During the year, the Company has organized two familiarization Programmes. The details of the familiarization programme of Independent Directors are provided in the Corporate Governance Report. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/
The Board has on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration Policy, which inter alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The remuneration policy of the Company aims to attract, retain and motivate qualified people at the Executive and at the Board levels. The remuneration policy seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The said policy is available on the website of the Company at https://www.bmwil.co.in/corporate-codes-and-policies/
13. DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors acknowledges the responsibility for ensuring compliances with the provisions of section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 and provisions of the SEBI (LODR) Regulations, 2015 and in the preparation of the annual accounts for the year ended 31st March, 2024 states that â
(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;
(b) they 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 at the end of the financial year and of the loss of the company for the year;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. THE BOARD OF DIRECTORS AND COMMITTEE
(i) Board of Directors
The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. However, in case of special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. During the year under review, nine Board Meetings were convened the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015.
(ii) Committees of the Board
The Board has constituted six Committees of the Board to ensure proper focus on different aspects of business. Board reviews the functioning of these committees in normal course of its functioning. The different committees of the Board are Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Finance Committee. These committees work on areas/ activities specifically assigned to them by the Companies Act, 2013 and such other tasks/ activities as is assigned to them by the Board.
The details of Committees, their composition, terms of reference, date of meetings and attendance at the meeting have been furnished in the Corporate Governance Report forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report in compliance with Regulation 34(2) (e) of Listing forms an integral part of this report and marked as âAnnexure- 2â.
16. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR/COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.
18. INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Act, the term Internal Financial Control (âIFC'') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Company''s internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas of the company.
Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the company.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR) Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the CSR Plan and also monitors the progress of the CSR activities. The details of the Committee have been disclosed in the Corporate Governance Report.
The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://www. bmwil.co.in/corporate-codes-and-policies/
Since there was no unspent amount, the Company was not required to transfer any amount to any fund or separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Annual Report on CSR activities, containing details of brief outline of the CSR Policy of the company and the initiatives undertaken by the company during the financial year ended 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in âAnnexure-3â to this report.
20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The details required pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules , 2014, relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgo form part the Board''s Report and marked as âAnnexure -4â .
21. AUDITORS
(i) STATUTORY AUDITORS
In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors Rules) 2014, M/s. Lodha & Co. Chartered Accountants (Firm Registration Number 301051E) were re-appointed as Statutory Auditors of the Company for a second term till the conclusion of the 45th Annual General meeting of the company to be held in the year 2027.
The Statutory Auditor''s Report on the Financial Statement for the financial year ended 31st March, 2024 forms part of this Annual Report. The Auditor''s Report is self-explanatory and does not contain any qualification or reservations or adverse remark or report of fraud.
(ii) COST AUDITORS
The Board of Directors of the Company appointed M/s Sohan Lal Jalan & Associates, Cost Accountants, (Firm Registration Number 000521) as Cost Auditors of the Company for the financial year 2024-25 in accordance with Section 148 of the Companies Act, 2013 read with the Companies (Cost Record & Audit) Rules 2014 at a remuneration of Rs. 1,00,000/-plus applicable taxes and reimbursement of out of pocket expenses. The remuneration is required to be approved by the shareholders at the ensuing Annual General Meeting and a resolution to such effect is included in the notice of Annual General Meeting.
(iii) SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed M/s MKB & Associates, Company Secretaries (Firm Registration Number (P2010WB042700) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023--24. The Report of the Secretarial Audit is annexed herewith as "Annexure- 5â.
In reference to the observation reported in the Secretarial Audit Report regarding the passing of Special Resolution on 30th September 2023, after the expiry of three months from the date
of Board Resolution for reappointment of Managing/Whole-Time Directors (WTDs), it is submitted that the delay was inadvertent and only for few days. It occurred due to procedural oversight. The Company has taken steps to strengthen its internal controls and governance processes to ensure timely compliance with all statutory requirements going forward. We assure our stakeholders that all necessary corrective actions have been implemented to prevent such occurrences in the future. The Board remains committed to maintaining the highest standards of governance and compliance with applicable regulations.
(iv) INTERNAL AUDITORS
S K AGARWAL & CO. Chartered Accountants LLP was appointed by the Board of Directors as the Internal Auditor of the Company for FY 202324. The Report of the Internal Audit is placed before Audit Committee and Board of Directors.
22. RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Regulations, 2015, related party transactions are placed before the Audit Committee for approval. Wherever required, prior approval of the Audit Committee is obtained on an omnibus basis for continuous transactions and the corresponding actual transactions become a subject of review at subsequent Audit Committee Meetings.
All the related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 there were no materially significant related party transaction which may have conflict with interest of the company or which are required to be reported in form AOC 2.
The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/
The details of related party transaction entered during the year are provided in the notes of Financial Statement.
23. ANNUAL RETURN FOR FY 2023-24
The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is
available on the Company''s website at https://www. bmwil.co.in under the tab Investor Corner/Financial Report/Annual Return/ 2023-24.
24. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 6" and forms part of the Report.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behaviour, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/
The Company endeavours to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year.
26. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out by SEBI. The Company has also implemented several best corporate governance practices. The report on Corporate Governance as stipulated under Schedule V of the SEBI (LODR) Regulations, 2015 forms an integral part of this report and marked as âAnnexure- 7â.
As per the Regulation 34(3) read with Schedule V of the Listing Regulations a separate section on Corporate Governance Practice followed by the Company together with a certificate from practicing Company Secretary confirming compliance of Corporate Governance as stipulated forms part of the Annual Report.
Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.
Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
The credit rating of your Company has been upgrade by India Ratings & Research Private Limited for. and fund based working capital facilities and term loan facilities to IND A is âACUITE A-/ Stableâ and for nonfund based working capital facilities to IND A1.
29. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company during the financial year ended 31st March, 2024.
30. LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
There was no loans and advances in the nature of loans to firms/companies in which directors are interested.
The declaration from Managing Director of the Company in respect of compliance of Code of conduct by the Board Members and Senior Management personnel forms part of the Annual Report. The said policy is available on the website of the Company at https://www.bmwil.co.in/ corporate-codes-and-policies/
32. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (BRR) of the Company as required pursuant to the Regulation 34 (f) of the SEBI Listing Regulations, annexed herewith and marked as âAnnexure 8â forming part of this report and the same is also available at Company''s website at www.bmwil.co.in.
33. CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CEO/CFO Report and marked as âAnnexure 9â
34. CERTIFICATE OFNON-DISQUALIFICATION OF DIRECTORS
As per the Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a certificate from practicing Company Secretary confirming that none of the Directors on the Board of the BMWIL for the Financial Year ending on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a copy thereof is contained elsewhere in this Annual Report and marked as âAnnexure 10â
The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimise any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organisation and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz. (i) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring.
The Company has formulated and implemented a Risk Management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.
The Audit Committee examines inherent and unforeseen risks in accordance with the policy on a periodical and ensures that mitigation plans are executed with precision. The Board is also briefed about the identified risks and mitigation plans undertaken by basis the management at regular intervals.
As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company.
The Company''s policy on Risk Management are available on the website of the Company at www.bmwil.co.in.
Your company continues to enjoy cordial relationship with its personnel at all levels and focusing on attracting and retaining competent personnel and providing a holistic environment where they get opportunities to grow and realize their full potential. Your company is committed to providing all its employees with a healthy and safe work environment.
Your company is organizing training programs wherever required for the employees concerned to improve their skill. Employees are also encouraged to participate in the seminars organized by the external agencies related to the areas of their operations.
37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Act'') and Rules made thereunder. Executive members of the Board of Directors of the Company are authorized to redress complaints received regarding sexual harassment. With the objective of providing a safe working environment, all employees (permanent, contractual, temporary, trainees) are covered under this policy. The said policy is available on the website of the Company at https:// www.bmwil.co.in/corporate-codes-and-policies/
During the year under review, the Company received no complaint and no complaint is pending as at the end of the financial year.
The website of your Company www.bmwil.co.in, has been designed to present the Company''s businesses up-front on the home page. The site
carries a comprehensive database of information including the Financial Results of your Company, Shareholding pattern, Director''s & Corporate Profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014.
During the year under the review:
i) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, involving the Company; and
ii) The Company had not entered into any one-time settlement with any Bank or any Financial Institution.
Statements in these reports describing company''s projections statements, expectations and hopes are forward looking. Though, these expectations etc. are based on reasonable assumption, the actual results might differ.
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees at all the levels during this challenging period. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
Mar 31, 2023
Directorsâ Report
Dear Members,
Your Directors take great pleasure in presenting the 41st (Forty First) Annual Report together with Audited Annual
Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year
ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS
|
Details |
STANDALONE |
CONSOLIDATED |
||
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
|
|
Income from Operations Profit before Depreciation, Finance Cost, Exceptional Item and Tax Finance Costs Depreciation Exceptional Item Profit Before Tax Tax Expenses Profit after Tax Other Comprehensive Income Total Comprehensive Income |
51,643.27 |
41,872.55 |
57,146.99 |
46,037.27 |
|
11,856.06 |
11,125.45 |
13,881.87 |
11,184.93 |
|
|
2,368.04 |
2,298.11 |
2,395.00 |
2,330.92 |
|
|
3,340.76 |
4,304.63 |
3,974.65 |
4,939.67 |
|
|
Nil |
Nil |
Nil |
Nil |
|
|
6,147.26 |
4,522.71 |
7,512.22 |
4,574.34 |
|
|
1,732.61 |
1,229.96 |
2064.05 |
1,096.29 |
|
|
4,414.65 |
3,292.75 |
5,448.17 |
3,478.05 |
|
|
(8.59) |
0.11 |
(8.54) |
(0.33) |
|
|
4,406.06 |
3,292.86 |
5,439.63 |
3,477.72 |
|
2. FINANCIAL PERFORMANCE HIGHLIGHTS
& STATE OF COMPANYâS AFFAIRS
Your Company has achieved a gross total income of
Rs. 57,146.99 Lakh during the year on consolidated
basis as against Rs. 46,037.27Lakh in the previous
year. The profit before tax during the year on
consolidated basis was Rs. 7,512.22 Lakh as against
Rs. 4,574.34 Lakh in the previous year. The profit
after tax during the year on consolidated basis was
Rs. 5,448.17 Lakh as against Rs. 3,478.05 Lakh in the
previous year .
Your Company on standalone basis achieved a
gross income of Rs. 51,643.27 Lakh as against Rs.
41,872.55 Lakh in the previous financial year. The
profit before tax was Rs. 6,147.26 Lakh as against Rs.
4,522.71 Lakh in the previous year and profit after
tax was Rs. 4,414.65 Lakh as against Rs. 3,292.75
Lakh in the previous year.
Detailed financial statements of the Company along
with various financial ratios are available in the
Management Discussion & Analysis Report forming
part of this report.
There are no material changes or commitments
affecting the financial position of the Company which
has occurred between the end of financial year and
the date of Report.
3. SUBSIDIARY COMPANIES &
CONSOLIDATED FINANCIAL STATEMENTS
During the year a Scheme of Merger of Confident
Financial Consultancy Private Limited, Fairplan
Vintrade Private Limited, Nageshwar TradeLink
Private Limited, Narayan Dealcom Private Limited,
Perfect Investment Consultancy Private Limited,
Shri Hari Vincom Private Limited, Siddhi Vinayak
Commosales Private Limited and Sidhant Investment
Advisory Private Limited was approved by an order
dated March 23, 2023 by the Hon''ble National
Company Law Tribunal, Kolkata Branch (NCLT) with
effect from April 1, 2021, i.e. the appointed date. The
said Merger has been given effect to in the financial
statements as per pooling of interest method in
accordance with Appendix - C of IND AS 103 as
applicable for Business Combination of entities
under common control.
Post the merger, the Company has three (3)
subsidiaries as on 31st March, 2023. The
Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with
Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules,
2015 (âInd AS''), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of
the Company. The Annual Financial Statements of the
subsidiaries and related detailed information will be
made available to Members seeking information at
any time. They are also available on the website of
the Company at www.bmwil.co.in.
Further a statement containing the salient
features of the financial statements of each of the
subsidiaries, associates in the prescribed format
Form AOC-1, forms part of the Annual Report and
marked as âAnnexure-Iâ. The annual accounts of
the subsidiary companies will be made available to
the shareholders on request and will also be kept
for inspection by the shareholders at the registered
office of your Company.
4. DIVIDEND
Your Company has adopted a Dividend Distribution
Policy in accordance with the provisions of Regulation
43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred to as âListing Regulations''). The Policy, inter
alia, intends to ensure that a balanced and concise
decision is taken with regard to distribution of
dividend to the shareholders and retaining capital
to maintain a healthy growth of the Company and
lays down various parameters to be considered
by the Board before declaration/recommendation
of dividend to the members of the Company. The
Dividend Distribution Policy is available on the
website of the Company at www.bmwil.co.in
In line with the Policy and in recognition of the
financial performance during financial year 2022¬
23, your Directors had declared an interim
dividend of Re. 0.20 per equity share of Re.1/- during
the year amounting to Rs. 450.17 lakhs.
Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the shareholders effective
April 1, 2020 and the Company is required to deduct
tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.
The Company has continued to balance the dual
objective of appropriately rewarding shareholders
through dividends and retaining profits in order to
maintain a healthy capital adequacy ratio to support
future growth.
5. TRANSFER OF UNCLAIMED / UNPAID
AMOUNTS TO THE INVESTOR EDUCATION
AND PROTECTION FUND:
In terms of Sections 124 and 125 of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (âIEPF Rulesâ), the Company is required
to transfer the unpaid/unclaimed dividend amounts
which remained unclaimed for seven years from
the date of such transfer to the Investor Education
and Protection Fund (IEPF) set up by the Central
Government. Further, all shares in respect of which
dividend has not been paid or claimed for seven
consecutive years shall also be transferred by the
Company to the IEPF.
The details relating to unclaimed / unpaid amounts to
the investor education and protection fund has been
separately provided in the Corporate Governance
Report.
6. TRANSFER TO GENERAL RESERVE
The Board of Directors does not propose to transfer
any fund to the General Reserve.
7. SHARE CAPITAL
During the year, the Company has not issued any kind
of securities. The Company''s paid-up share capital
continues to stand at Rs. 22,50,86,460 consisting of
22,50,86,460 equity shares of Rs.1 each as on 31st
March 2023. The Company''s equity shares are listed
on BSE Limited (BSE) and Calcutta Stock Exchange
Limited (CSE).
8. DIRECTORS & KEY MANAGERIAL
PERSONNEL
(a) Re-appointments of Whole-time Directors
i. Whole-time Director - Mr. Ram Gopal Bansal
(Designated as Chairman)
The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Ram Gopal
Bansal as the Whole-Time Director of the
Company for a period of five years. Based
on the recommendation of the Nomination
and Remuneration Committee (NRC), the
Board of Directors, at its meeting held on
May 15, 2023, re-appointed Mr. Ram Gopal
Bansal who is 68 (Sixty-Eight) years old
and will attain the age of 70 (Seventy) years
in the year 2025, as Whole-time Director
for a period of 5 years from the expiry of
his present term of office. Additionally, the
Board at its meeting held on May 15, 2023,
approved the remuneration payable to
Mr. Ram Gopal Bansal, based on the NRC''s
recommendations.
The re-appointment of Mr. Ram Gopal Bansal
and his remuneration is subject to approval
by the Company''s shareholders, as per the
relevant provisions of the Companies Act,
2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.
The Board considers Mr. Ram Gopal Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Whole-Time Director,
for a period of 5 years from the expiry of his
present term.
ii. Whole-time Director - Mr. Harsh Kumar
Bansal (Designated as Managing Director)
The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Harsh
Kumar Bansal as the Managing Director
of the Company for a period of five years.
Based on the recommendation of the
Nomination and Remuneration Committee
(NRC), the Board of Directors, at its meeting
held on May 15, 2023, re-appointed
Mr. Harsh Kumar Bansal, as Managing
Director for a period of 5 years from
the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Harsh Kumar Bansal, based
on the NRC''s recommendations.
The re-appointment of Mr. Harsh Kumar
Bansal and his remuneration is subject to
approval by the Company''s shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.
The Board considers Mr. Harsh Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.
iii. Whole-time Director Mr. Vivek Kumar
Bansal (Designated as Managing Director)
The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Vivek Kumar
Bansal as the Managing Director of the
Company for a period of five years. Based on
the recommendation of the Nomination and
Remuneration Committee (NRC), the Board
of Directors, at its meeting held on May 15,
2023, re-appointed Mr. Vivek Kumar Bansal,
as Managing Director for a period of 5 years
from the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Vivek Kumar Bansal, based on
the NRC''s recommendations.
The re-appointment of Mr. Vivek Kumar
Bansal and his remuneration is subject to
approval by the Company''s shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.
In accordance with the provisions of Section
152 of the Companies Act, 2013 and in terms
of Articles of Association of the Company,
Mr. Vivek Bansal (DIN: 000137120) shall
retire by rotation at the ensuing Annual
General Meeting and being eligible offers
himself for reappointment. The brief resume/
details of Mr. Vivek Kumar Bansal who is to
be appointed as director are furnished in the
Notice of the ensuing AGM.
The Board considers Mr. Vivek Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.
(b) Whole-time Key Managerial Personnel (KMP)
During the year under review and pursuant to
the provisions of Section 203 of the Companies
Act, 2013 Mr. Ram Gopal Bansal, Whole Time
Director, Mr. Harsh Kumar Bansal, Managing
Director, Mr. Vivek Kumar Bansal, Managing
Director, Mr. Abhishek Agarwal, CFO, and
Mr. Vikram Kapur, Company Secretary and
Compliance Officer are continuing to be the Key
Managerial Personnel of the Company.
None of the Directors of the Company are
disqualified as per section 164(2) of the
Companies Act, 2013 and rules made there
under. The Directors have also made necessary
disclosures to the extent as required under
provisions of section 184(1) as applicable.
9. BOARD EVALUATION
The Company has formulated a Policy for performance
evaluation of Independent Directors, Board
Committees and other Directors, by fixing certain
criteria, which was recommended by the Nomination
and Remuneration Committee and adopted by the
Board. The criteria for the evaluation include their
functioning as Members of Board or Committees
of the Directors included their contribution as
well as Board composition, effectiveness of Board
processes, information and functioning. The criteria
for committee functioning includes effectiveness
of committee meetings, performance review in
accordance roles and responsibilities assigned. The
criteria for evaluation of individual director included
their contribution and preparedness for the issues
discussed at the meetings, The Chairman was also
evaluated with respect to his role.
During the year under review, the Board carried out
annual evaluation in accordance with the above said
Policy and expressed satisfaction and contentment on
the performance of all the Directors, the Committees
and the Board as a whole. The evaluation mechanism
with parameters has been explicitly described in the
Corporate Governance Report.
10. DECLARATION BY INDEPENDENT
DIRECTORS
All Independent Directors of your Company have
given declarations that they meet the criteria of
independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
11. FAMILIARIZATION PROGRAMME
UNDERTAKEN FOR INDEPENDENT
DIRECTOR
In terms of Regulation 25(7) of the SEBI (LODR)
Regulations, 2015, your Company is required to
conduct Familiarization Programme for Independent
Directors (ID) to familiarize them about your
Company including nature of Industry in which your
company operates, business model, responsibilities
of the Ids etc. Further, pursuant to Regulation 46 of
the SEBI (LODR) Regulations, 2015, your Company
is required to disseminate on its website, details
of familiarization programmes imparted to the Ids
including the details of the same. During the year,
the Company has organized one familiarization
Programme of the Independent Directors. The details
of the familiarization programme of Independent
Directors are provided in the Corporate Governance
Report. The said policy is available on the website of
the Company at https://www.bmwil.co.in/corporate-
codes-and-policies/
12. REMUNERATION POLICY
The Board has on the recommendation of the
Nomination & Remuneration Committee adopted
the Remuneration Policy, which inter alia includes
policy for selection and appointment of Directors,
Key Managerial Personnel, Senior Management
Personnel and their remuneration. The remuneration
policy of the Company aims to attract, retain and
motivate qualified people at the Executive and at
the Board levels. The remuneration policy seeks
to employ people who not only fulfill the eligibility
criteria but also have the attributes needed to fit into
the corporate culture of the Company. The said policy
is available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/
13. DIRECTORSâ RESPONSIBILITY STATEMENT
The Directors acknowledges the responsibility
for ensuring compliances with the provisions of
section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 and provisions of the SEBI
(LODR) Regulations, 2015 and in the preparation of
the annual accounts for the year ended 31st March,
2023 states that â
(a) in the preparation of the annual accounts, the
applicable Indian accounting standards have
been followed along with proper explanation
relating to material departures;
(b) they 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 at the end of the financial
year and of the loss of the company for the year;
(c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts have been prepared on a
going concern basis;
(e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and
(f) proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.
14. THE BOARD OF DIRECTORS AND
COMMITTEE
(i) Board of Directors
The Board meets at regular intervals to discuss
and decide on business policy and strategy
apart from other Board business. However, in
case of special and urgent business need, the
Board''s approval is taken by passing resolutions
through circulation, as permitted by law, which
are confirmed in the subsequent Board meeting.
During the year under review, nine Board
Meetings were convened the details of which
are given in the Corporate Governance Report.
The intervening gap between the Meetings
was within the period prescribed under the
Companies Act, 2013 as well as the SEBI (LODR)
Regulations, 2015.
(ii) Committees of the Board
The Board has constituted six Committees of
the Board to ensure proper focus on different
aspects of business. Board reviews the
functioning of these committees in normal course
of its functioning. The different committees of
the Board are Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social
Responsibility Committee, Risk Management
Committee and Finance Committee. These
committees work on areas specifically assigned
to them by the Companies Act, 2013 and such
other tasks as is assigned by the Board.
The details of Committees, their composition,
terms of reference, date of meetings and
attendance at the meeting have been furnished
in the Corporate Governance Report forming
part of this Annual Report. There has been no
instance where the Board has not accepted the
recommendations of the Audit Committee.
15. MANAGEMENT DISCUSSION & ANALYSIS
REPORT
The Management Discussion and Analysis Report
in compliance with Regulation 34(2) (e) of Listing
forms an integral part of this report and marked as
âAnnexure- 2".
16. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year of the Company
to which financial statements relates and the date of
this report.
17.SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR/COURTS/
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANYâS
OPERATIONS IN FUTURE
There were no significant and material orders
passed by the Regulators or Courts or Tribunals
during the year impacting the going concern status
and the operations of the Company in future.
18.INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Act, the term
Internal Financial Control (âIFC'') means the policies
and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its
business, including adherence to Company''s policies,
the safeguarding of its assets, the prevention and
early detection of frauds and errors, the accuracy
and completeness of the accounting records, and the
timely preparation of reliable financial information.
The Board is responsible for ensuring that internal
financial control is laid down in the Company and
that such controls are adequate and operating
effectively. The Company''s internal control systems
commensurate with the nature of its business and
the size and complexity of its operations. These are
routinely tested and certified by Statutory as well as
Internal Auditors and cover all offices, factories and
key business areas of the company.
Internal Audit is conducted periodically and
the internal auditor monitors and evaluates the
efficiency and adequacy of internal control system
including internal financial control in the company.
Necessary certification by the Statutory Auditors in
relation to Internal Financial Control u/s 143(3)(i) of
the Act forms part of the Audit Report.
19.CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social
Responsibility (CSR) Committee, in terms of provisions
of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014
inter alia to give directions and assistance to the
Board for leading the CSR initiatives of the Company.
The Committee formulates and reviews the CSR Plan
and also monitors the progress of the CSR activities.
The details of the Committee have been disclosed in
the Corporate Governance Report.
The Company has adopted a Corporate Social
Responsibility Policy in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 which can be accessed at https://www.
bmwil.co.in/corporate-codes-and-policies/
The Company has undertaken several projects
during the year 2022-23 in accordance with the
guidelines and has spent Rs. 79.71 lakhs towards
CSR activities. The projects have been continuously
monitored by the Board on a quarterly basis.
Since there was no unspent amount, the Company
was not required to transfer any amount to any
fund or separate bank account during the year, in
accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The Annual Report on CSR activities, containing details
of brief outline of the CSR Policy of the company and
the initiatives undertaken by the company during the
financial year ended 31st March, 2023, in accordance
with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
âAnnexure-3â to this report.
20. PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The details required pursuant to the provisions of
Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules ,
2014, relating to conservation of energy, technology
absorption and Foreign Exchange Earning and
outgo form part the Board''s Report and marked as
âAnnexure -4â .
21. AUDITORS
(i) STATUTORY AUDITORS
In accordance with Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors Rules) 2014, M/s. Lodha &
Co. Chartered Accountants (Firm Registration
Number 301051E) were re-appointed as
Statutory Auditors of the Company for a second
term till the conclusion of the 45th Annual
General meeting of the company to be held in the
year 2027.
The Statutory Auditor''s Report on the Financial
Statement for the financial year ended 31st
March, 2023 forms part of this Annual Report.
The Auditor''s Report is self-explanatory and does
not contain any qualification or reservations or
adverse remark or report of fraud.
(ii) COST AUDITORS
The Board of Directors of the Company
appointed M/s Sohan Lal Jalan & Associates,
Cost Accountants, (Firm Registration Number
000521) as Cost Auditors of the Company
for the financial year 2022-23 in accordance
with Section 148 of the Companies Act, 2013
read with the Companies (Cost Record & Audit)
Rules 2014 at a remuneration of Rs 1,00,000/-
plus applicable taxes and reimbursement of
out of pocket expenses. The remuneration is
required to be approved by the shareholders
at the ensuing Annual General Meeting and a
resolution to such effect is included in the notice
of Annual General Meeting.
(iii) SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the
Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the
Company had appointed M/s MKB & Associates,
Company Secretaries (Firm Registration
Number (P2010WB042700) a firm of Company
Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial
year 2022--23. The Report of the Secretarial
Audit is annexed herewith as "Annexure- 5".
Observations of Secretarial Auditors:
During the period under review the Company
has generally complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above except that the Company
has delayed in disclosure of related party
transactions on consolidated basis for the half
year ended 30th September, 2022 within fifteen
days of the date of publication of unaudited
financial statements for the quarter ended
30th September, 2022 to the stock exchange as
required under Regulation 23(9) of Securities
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Management Reply:
The management took note of the delay of 1 days
which was inadvertent.
(iv) INTERNAL AUDITORS
S K AGARWAL & CO. Chartered Accountants LLP
was appointed by the Board of Directors as the
Internal Auditor of the Company for FY 2022-23.
The Report of the Internal Audit is placed before
Audit Committee and Board of Directors.
22.RELATED PARTY TRANSACTIONS
As required under the SEBI (LODR) Regulations, 2015,
related party transactions are placed before the
Audit Committee for approval. Wherever required,
prior approval of the Audit Committee is obtained
on an omnibus basis for continuous transactions
and the corresponding actual transactions become
a subject of review at subsequent Audit Committee
Meetings.
All the related party transactions that were
entered into during the financial year were on an
arm''s length basis and in the ordinary course of
business and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 there were no materially
significant related party transaction which may have
conflict with interest of the company or which are
required to be reported in form AOC 2.
The Company has formulated a policy on related
party transactions for purpose of identification and
monitoring of such transactions. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/
The details of related party transaction entered
during the year are provided in the notes of Financial
Statement.
23. ANNUAL RETURN FOR FY 2022-23
The Annual Return for FY 2022-23 as per provisions
of the Act and Rules thereto, is available on the
Company''s website at https://www.bmwil.co.in/
annual-return/
24. PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES
Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as "Annexure 6" and
forms part of the Report.
25. VIGIL MECHANISM / WHISTLE BLOWER
POLICY
The Company has in place a Whistle Blower Policy
in compliance with the provisions of Section
177(9) of the Act and Regulation 22 of the Listing
Regulations. The Policy provides a framework to
promote responsible and secured reporting of
unethical behaviour, actual or suspected fraud,
violation of applicable laws and regulations, financial
irregularities, abuse of authority, etc. by Directors,
employees and the management. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/
The Company endeavours to provide complete
protection to the Whistle Blowers against any unfair
practices. The Audit Committee oversees the genuine
concerns and grievances reported in conformity
with this Policy. It is affirmed that no personnel of
the Company has been denied access to the Audit
Committee and no case was reported under the
Policy during the year.
26. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements as set out
by SEBI. The Company has also implemented several
best corporate governance practices. The report on
Corporate Governance as stipulated under Schedule V
of the SEBI (LODR) Regulations, 2015 forms an integral
part of this report and marked as "Annexure- 7â.
As per the Regulation 34(3) read with Schedule
V of the Listing Regulations a separate section on
Corporate Governance Practice followed by the
Company together with a certificate from practicing
Company Secretary confirming compliance of
Corporate Governance as stipulated forms part of
the Annual Report.
Your Company has taken adequate steps for
strict compliance with the Corporate Governance
guidelines, as amended from time to time.
27. DEPOSITS
Your Company has neither accepted nor renewed
any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014
during the year.
28. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business
of the Company during the financial year ended 31st
March, 2023.
29. LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to
the Financial Statements. There was no Loans &
advances in the nature of loans to firms & companies
in which directors are interested.
30. CODE OF CONDUCT
The declaration from Managing Director of the
Company in respect of compliance of Code of conduct
by the Board Members and Senior Management
personnel forms part of the Annual Report. The said
policy is available on the website of the Company
at https://www.bmwil.co.in/corporate-codes-and-
policies/
31. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (BRR) of the
Company as required pursuant to the Regulation 34
(f) of the SEBI Listing Regulations, annexed herewith
and marked as "Annexure 8â forming part of this
report and the same is also available at Company''s
website at www.bmwil.co.in.
32. CHIEF EXECUTIVE OFFICER (CEO)
/ CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION
As required under Regulation 17(8) of the SEBI
(LODR) Regulations, 2015, the CEO/CFO Report and
marked as âAnnexure 9â
33. CERTIFICATE OF NON-DISQUALIFICATION
OF DIRECTORS
As per the Regulation 34(3) and Schedule V Para
C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a
certificate from practicing Company Secretary
confirming that none of the Directors on the Board
of the BMWIL for the Financial Year ending on 31st
March, 2022 have been debarred or disqualified
from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such other
Statutory Authority and a copy thereof is contained
elsewhere in this Annual Report and marked as
âAnnexure 10â
34. RISK MANAGEMENT POLICY
The Company has built a comprehensive risk
management framework that seeks to identify
all kinds of anticipated risks associated with the
business and to take remedial actions to minimise any
kind of adverse impact on the Company. The Company
understands that risk evaluation and risk mitigation
is an ongoing process within the organisation and
is fully committed to identify and mitigate the risks
in the business. The identification of risks is done at
strategic, business and operational levels and the
risk management process of the Company focuses
mainly on three elements, viz. (i) Risk Assessment; (ii)
Risk Management; (iii) Risk Monitoring.
The Company has formulated and implemented a
Risk Management policy in accordance with Listing
Regulations, to identify and monitor business risk
and assist in measures to control and mitigate such
risks.
The Audit Committee examines inherent and
unforeseen risks in accordance with the policy on
a periodical and ensures that mitigation plans are
executed with precision. The Board is also briefed
about the identified risks and mitigation plans
undertaken by basis the management at regular
intervals.
As on date, there are no risks which in the opinion of
the Board can threaten the existence of the Company.
The Company''s policy on Risk Management are
available on the website of the Company at www.
bmwil.co.in.
35. HUMAN RESOURCES
Your company continues to enjoy cordial relationship
with its personnel at all levels and focusing on
attracting and retaining competent personnel and
providing a holistic environment where they get
opportunities to grow and realize their full potential.
Your company is committed to providing all its
employees with a healthy and safe work environment.
Your company is organizing training programs
wherever required for the employees concerned to
improve their skill. Employees are also encouraged to
participate in the seminars organized by the external
agencies related to the areas of their operations.
36. DISCLOSURE UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition, and Redressal of Sexual
Harassment at workplace as per the requirement
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
(âPOSH Act'') and Rules made thereunder. Executive
members of the Board of Directors of the Company
are authorized to redress complaints received
regarding sexual harassment. With the objective of
providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The said policy is available
on the website of the Company at https://www.bmwM.
co.in/corporate-codes-and-policies/
During the year under review, the Company received
no complaint and no complaint is pending as at the
end of the financial year.
37. COMPANYâS WEBSITE
The website of your Company www.bmwil.co.in, has
been designed to present the Company''s businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director''s & Corporate Profile, details of Board
Committees, Corporate Policies and business activities
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013 and Companies Rules 2014.
38.OTHER DISCLOSURES
During the year under the review:
i) There was no application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016, involving the Company; and
ii) The Company had not entered into any one¬
time settlement with any Bank or any Financial
Institution.
39.CAUTIONARY STATEMENT
Statements in these reports describing company''s
projections statements, expectations and hopes are
forward looking. Though, these expectations etc. are
based on reasonable assumption, the actual results
might differ.
40.ACKNOWLEDGEMENTS
The Board of Directors wishes to express its
gratitude and record its sincere appreciation for the
commitment and dedicated efforts put in by all the
employees at all the levels during this challenging
period. Your Directors take this opportunity
to express their grateful appreciation for the
encouragement, co-operation and support received
by the Company from the local authorities, bankers,
customers, suppliers and business associates. The
directors are thankful to the esteemed shareholders
for their continued support and the confidence
reposed in the Company and its management.
For and on behalf of the Board
Sd/-
Ram Gopal Bansal
Place: Kolkata Chairman
Date: 15/05/2023 DIN: 00144159
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