Directors Report of BWL Ltd.

Mar 31, 2014

Dear members,

The Directors submit their report and Audited account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

Financial Year Financial Year ended ended 31st March 31st March 2014 (Rs.) 2013 (Rs.)

Turn Over

Profit/(Loss) before interest, (16,01,164) (15,70,860)

Depreciation & Taxes.

Add Depreciation 4,05,925 4,08,961

Profit/(Loss) for the year (20,07,089) (19,79,821)

Balance brought forwarded (41,83,21,070) (41,63,41,249)

From last year.

(Loss) carried to Balance Sheet (42,03,28,159) (41,83,21,070)

2. DIVIDEND:

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

3. PERFORMANCE:

The Scheme of Rehabilitation of the company under consideration of BIFR provides, inter-alia, road map on commencing production at commercial level, gradual capacity buildup and establishment of viability of the company in long term prospective. The management aspires to pursue said road map after the same being approved by the apex body considering availability of smother passage the approval mark of the apex body carries.

4. HUMAN RESOURCES & INDUSTRIAL RELATIONS:

Industrial relations remained more or less cordial during the year.

5. BANK & INSTITTIONAL DUES:

The company has no due to bank &/or financial institutions at present.

6. STATUTORY DUES:

The Directors have pleasure to state that the company continues to pay/ deposit all statutory dues to the extent lying undisputed generally in time not-withstanding its Sick status.

There is also no default in payment to creditors for goods and services.

7. BIFR STATUS:

As reported earlier that the company has been declared sick by the Hon''ble BIFR under the provisions of SICA. Subsequently OA as per instruction of the Hon''ble BIFR advised the company for Board''s / Members approval for derating of share capital and conversion of a part or entire unsecured loan mobilized from promoters sources in to equity. Accordingly company accorded share holders approval through postal ballot for derating of equity / preference share capital by reducing the face value by 60% and sub-dividing balance face value (Rs. 4/- per share) in to four fully paid shares of Rs. 1/- each, beside conversion of Rs.3,40,61,000/- of unsecured loan from promoter''s group in to 3,40,61,000 fully paid equity shares of Rs. 1/- each at per. However operationalisation of this resolution had been laid subject to the approval of scheme by the Hon, ble BIFR.

DRS in revised context of above was submitted to OA and the latter after examination of the same forwarded it to the Hon,ble BIFR on 18th April, 2013 for scrutiny and circulation among the interested parties. However subsequently on three occasions (Dated 02.08 2013,18.12.2013& 25.03.2014) BIFR issued deficiency letters which had been replied by the company through proper channel. Your company is hopeful of approval of revised DRS from appropriate quarters in near future.

8. DIRECTORS:

Shareholders approval has been sought in the ensuing Annual General Meeting for Mr Prabir Choudhury and Mr Malay Sengupta the existing Independent Directors to appoint them as Independent Directors in terms of section 149 (10) & (11) of the Companies Act, 2013.

9. AUDITORS:

M/s G. Basu & Co, retires as auditor of the company and being eligible, offer themselves for re- appointment.

10. CORPORATE GOVERNANCE:

Your company has generally complied with the applicable provisions of the listing Agreements with the Stock Exchanges where it''s shares are listed. A separate report on Corporate Governance along with the auditors certificate on it''s compliance is annexed in this Annual Report.

Report on Management discussion and analysis appears in para -11 of Corporate Governance Report.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION, FOREIGH EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection (i)(e) of Section -217 of the Companies Act,1956, read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set-out in the annexure which form part of this report.

12. PARTICULARS OF EMPLOYEES:

No one was employed during the whole or part of the year drawing remuneration attracting disclosure under section 217(2A) of companies act 1956.

13. AUDITORS REPORT:

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

14. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the companies Act,1956, your directors confirm having :

a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to departures, if any.

b) Selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March,2014 and of the Loss of the company for the year ended on that date.

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) Prepared the Annual Accounts on a going concern basis notwithstanding negative net worth on the ground of confidence of Board of Directors on the potentiality of the company to revive, subject to application of working rehabilitation strategy.

15. ACKNOWLEDGEMENT:

Your directors express their appreciation for support extended by the employees, customers, vendors and other agencies. The members wish to place on record their sincere appreciation for the wise counsel, guidance and co-operation extended, by all. The Board express as thanks and gratitude to shareholders for their continued confidence reposed on the management.

For and on behalf of the Board

(SUNIL KHETAWAT) (Managing Director)

Place: Kolkata Dated: 28th May 2014

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Mar 31, 2010

The Directors submit their report and Audited account for the year ended 31st March,2010.

1. FINANCIAL RESULTS:

Financial Year 18th months ended 31st period ended March 31st March 2010 (Rs.) 2009 (Rs.)

Turn Over 4,08.865 3,92,11,399

Profit/(Loss) before interest, (18,89,171) (1,09,11,055)

depreciation & Taxes.

Add: Interest - (24,40,633)

Depreciation (6,83,139) (6,83,139) (18,18,545) (42,59,178)

Profit/(Loss) for the (25,72,310) (1,51,70,233) Year

Less: Extra Ordinary Item 95,93,000 72,19,29,758 reversal of impairment loss (Previous period waiver of Interest by Banks) -

Net Profit/(Loss) after 70,20,690 70,67,59,525

Extra Ordinary Item

Balance brought forwarded (43,95,36,290) (1.14,62,95,815) from last year.

(Loss) carried to Balance Sheet (13,25.15,600) (43,95,36,290)

2. DIVIDEND :

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

3. SIGMENTWISE PERFORMANCE :

Pursuant to the decision of the management duly approved by the shareholders to dispose of all assets of OFC Division apart from discontinuing its operation , the company at present operate in one segment only i.e. SWD without further calling for furnishing segment report underAS-17.

3.1. STEEL WIRE:

The turnover of this division for the year under review was meager Rs.4.09 Lacs as against Rs.392.11 Lacs in previous period.

As reported earlier outflow from resources mobilised by the promoters towards meeting the dues of Banks and Financial Institution under OTS affected the working capital base so adversely that our achivement of production of the division area of break-even-level is proving too difficult a task. This led to suspension of work in lone working division since July2008.

From December2009 the division started conversion of wire rod to HB wires but the said activity was also discontinued in early of Feb."2010 for want of bulk order.

The management deeply regrets its inability to strict to its assurance to the effect of operational improvement subsequent to completion of OTS for reason beyond its control. However, management is hopeful that after sanction of the rehabilitation scheme by the Honble BIFR and sale of Land & Building of Optical Fibre Cable Division situated at Shoghi Shimla in H.P. they will be able to restart activities in the steel wire unit in a viable proposition. Asset sale committee for disposal of assets of OFC Division has already been formed.

3.2. OPTICAL FIBRE CABLE :

The unit continues to be defunct like previous period, Profit of the year before interest and depreciation was Rs. 12.38 lacs excluding extraordinary item Rs. 95.93 lacs for reversal of impairment loss on building (against loss of Rs.30.48 lacs in previous period). This is mainly on account of realisation Rs.34.67 lacs from a erstwhile customer which was earlier written off as bad debts.

The unit has been declared discontinued operation. Assets therein are held for sale at present.

3.3 CLASS OF BUSINESS IN WHICH COMPANY HAS AN INTEREST :

Power cable industry, transmission industry, power generating units and railways are the major consumer of Steel Wire Product. Baring power generating units run by various electricity boards, condition of other major consumer of steel wire product are more or less stable at present. As such notwithstanding prolonged suspension of production exceeding over a year the company unlikely to face any serious hardle in making break through among its notable ciinets due to its years old association added by considerable goodwill at their end.

Proposed issue of zero coupon Redeemable Preference shares redeemable at the option of the company within a period not exeeding twenty years. Subject to approval for amendments of Memorandum and Artica|s of Association and issuance of unlisted preference shares for private placement within the meaning of section 81 of the companies act, 1956 whole or substantial part of unsecured loans poised for conversion atpar into Zero coupon Redeemable Preference Shares redeemable at the option of the company within a period not exceeding Twnety Years. Such measures is aimed at enhancing the capital base of the company with the object of running its affairs in relatively more viable perspective.

4. HUMAN RESOURCES & INDUSTRIAL RELATIONS :

Industrial relationship remained more or less cordial during the year.

5. BANK & INSTITUTIONAL DUES :

The company has no dues to the Bank & Institutional at present.

6. STATUTORY DUES :

The Directors have pleasure to state that the company continues to pay / deposit all statutory dues to the extent lying undisputed generally in time not-withstanding Sick status accorded to it by Honble BIFR. There is also no default in payment to creditors for goods and services.

7. BIFR STATUS :

As reported earlier that the company has been declared sick by the Honble BIFR. As per instruction of the Honble BIFR the company will have to submit revised Draft Rehabilitation Scheme to IDBI Bank (OA) which will be furnished after sale of Land & Building of OFCD.

8. DIRECTORS :

There is no change in the Director during the year under review. Mr. P. Choudhury retired in ensuing annual general meeting and being eligible has offered for reappointment.

9. AUDITORS :

M/s G. Basu & Co, retires as auditor of the company and being eligible, offer themselves for re- appointment.

10. CORPORATE GOVERNANCE :

Your company has generally complied with the applicable provisions of the listing Agreements with the Stock Exchanges where its shares are listed. A separate report on Corporate Governance along with the auditors certificate on its compliance is annexed in this Annual Report.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under subsection (i)(e) of Section -217 of the Companies Act, 1956, read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules, 1988, are set-out in the annexure included in this report.

12. PARTICULARS OF EMPLOYEES :

No one was employed during the whole or part of the year drawing remuneration attracting disclosure of particulars under section 217(2A) of companies act 1956.

13. AUDITORS REPORT :

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

14. DIRECTORS RESPONSIBILITY STATEMENT :

As required under section 217 (2AA) of the companies Act, 1956, your directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to departures, if any.

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March,2010 and of the profit of the company for the year ended on that date.

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) Prepared the Annual Accounts on a going concern basis notwithstanding negative net worth on the ground if confidence of Board of Directors on the potentiality of the company to revive subject to application of working rehabilitation strategy.

15. ACKNOWLEDGEMENT:

Your directors express their appreciation for support extended by the customers, vendors and other agencies. The members wish to place on record their sincere appreciation for the wise counsel, guideline and co-operation extended, by all. The Board express thanks and gratitude to shareholders for their continued confidence posed on the management.

For and on behalf of the Board

SUNIL KHETAWAT (Managing Director)

Place: Bhilai

Dated : 28th Auguest, 2010