NOTICE. (a) (i) Salary Rs. 50,000/- (Rs. Fifty thousand only) per month in the scale of Rs. 50,000/- Rs. 4000/- Rs /-.

Transcription

1 NOTICE Notice is hereby given that the Forty -third Annual General Meeting of the Company will be held at Steel Club, Sector- 8, Bhilai (Chhattisgarh) on 30 th September, (Wednesday) 2015 at 4.30 P.M to transact the following business: A. ORDINARY BUSINESS : 1. To consider and adopt the accounts of the company for the financial year ended 31st March, 2015 and the report of the Board of Directors and Auditors thereon. 2. To appoint M/s G. Basu & Co., Chartered Accountants as Auditors to hold Office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company and to fix their remuneration. B. SPECIAL BUSINESS: 3. Re-appointment of Shri Sunil Khetawat (DIN : ), Managing Director & Chief Executive Officer and in this regard to consider and if thought fit to pass with or without modification the following Resolution as a Ordinary Resolution: RESOLVED THAT in accordance with the provision of sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 (including any Statutory modification(s) or re- enactment (s) thereof, for the time being in force ), the Company accords it s approval and consent to the Re-appointment with Remuneration payable to Shri Sunil Khetawat, Whole Time Director presently designated as Managing Director and Chief Executive Officer w.e.f for a further period of 5(five) years. Resolved Further That the Remuneration of Shri Sunil Khetawat will be as under : (a) (i) Salary Rs. 50,000/- (Rs. Fifty thousand only) per month in the scale of Rs. 50,000/- Rs. 4000/- Rs /-. (C) Perquisites and Allowances: (ii) Commission: 1 % of the Net profits of the company as per Section 197 of the Companies Act, 2013 subject to a ceiling of 50% of the Annual Salary. (i) Furnished residential accommodation with water, Gas, Electricity etc. monitory value of which may be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. The above is subject to the following : a) The expenditure incurred by the company on having accommodation for him will be subject to ceiling of 50% of salary over and above 10% payable by him. b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing will be evaluated as per the Income Tax Rules, This will, how over, be subject to a ceiling of 10% of the salary paid to him. 1

2 ii) Medical facilities of self and Family Reimbursement of expenses actually incurred, the total cost of which to the Company shall not exceed one month, salary for in a year or three months salary over a period of three years. iii) Leave Travel concessions for self, wife and minor children once a year and to and fro any place in India subject to the conditions only actual fare and no Hotel expenses etc. will be allowed. iv) Fees of Clubs to a maximum of two Clubs. This will not include admission and Life Membership fees. v) Personal accident Insurance of an amount the annual premium of which does not exceed Rs.1000/-. vi) Company s contribution towards Provident Fund as per the Rules of the Company but does not exceeding 12% of the salary. vii) Company s contribution towards Pension Superannuation Fund as per Rules of the Company but it shall not together with Company s contribution to the provident Fund, exceeding 25% of the salary. However, contribution to Provident Fund and Pension / superannuation fund will not be included in the computation of the ceiling of perquisites to the extent there, either singly or put together are not taxable under the Income Tax act, viii) Gratuity not exceeding one half months salary for each completed year of services, subject to a ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides. ix) Free use of Car with Driver, for company s business, the monetary value of which may be evaluated as per Income Tax Rules, x) Free Telephone facilities at residence all personal long distance calls shall be billed by the Company. xi) Encashment of leaves as per Company s Rules at the end of the tenure. c) He shall not be paid any sitting fees for attending meeting of the Board of Directors or Committee thereof. d) Minimum Remuneration Not with standing anything to the contrary content herein, wherein any Financial year during the continuance of the tenure of Shri Sunil Khetawat, the Company has not Profits or it s Profits are inadequate, the Company will pay Salary and perquisites as specified above as permitted by the companies Act, (4) Re-appointment of Shri Sandeep Khetawat (DIN : ), Executive Director and in this regard to consider and if thought fit to pass with or without modification the following Resolution as a Ordinary Special Resolution: 2 RESOLVED THAT in accordance with the provision of sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014 (including any Statutory modification(s) or reenactment (s) thereof, for the time being in force ), the Company accords

3 it s approval and consent to the Re-appointment with Remuneration payable to Shri Sandeep Khetawat, Whole Time Director presently designated as Executive Director w.e.f for a further period of 5(five) years. Resolved Further That the Remuneration of Shri Sandeep Khetawat are as under : (i) Salary Rs. 46,000/- (Rs. Forty six thousand only) per month in the scale of Rs.46,000/- - Rs. 4500/- - Rs /-. (ii) Commission: 1% of the Net profits of the company as per Section 197 of the Companies Act, 2013 subject to a ceiling of 50% of the Annual Salary. D. Perquisites and Allowances : (i) Furnished residential accommodation with water, Gas, Electricity etc. monitory value of which may be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. The above is subject to the following : ii) a) The expenditure incurred by the company on having accommodation for him will be subject to ceiling of 50% of salary over and above 10% payable by him. b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing will be evaluated as per the Income Tax Rules, This will, how over, be subject to a ceiling of 10% of the salary paid to him. Medical facilities of self and Family : Reimbursement of expenses actually incurred, the total cost of which to the Company shall not exceed one month, salary for in a year or three months salary over a period of three years. iii) Leave Travel concessions for self, wife and minor children once a year and to and fro any place in India subject to the conditions only actual fare and no Hotel expenses etc. will be allowed. iv) Fees of Clubs to a maximum of two Clubs. This will not include admission and Life Membership fees. v) Personal accident Insurance of an amount the annual premium of which does not exceed Rs.1000/-. vi) Company s contribution towards Provident Fund as per the Rules of the Company but does not exceeding 12% of the salary. vii) Company s contribution towards Pension Superannuation Fund as per Rules of the Company but it shall not together with Company s contribution to the provident Fund, exceeding 25% of the salary. However, contribution to Provident Fund and Pension / superannuation fund will not be included in the computation of the ceiling of perquisites to the extent there, either singly or put together are not taxable under the Income Tax act,

4 viii) Gratuity not exceeding one half months salary for each completed year of services, subject to a ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides. ix) Free use of Car with Driver, for company s business, the monetary value of which may be evaluated as per Income Tax Rules, x) Free Telephone facilities at residence all personal long distance calls shall be billed by the Company. xi) Encashment of leaves as per Company s Rules at the end of the tenure. c) He shall not be paid any sitting fees fore attending meeting of the Board of Directors or Committee thereof. d) Minimum Remuneration not with standing anything to the contrary content herein, wherein any financial year during the continuance of the tenure of Shri Sandeep Khetawat, the Company has not Profits or it s Profits are inadequate, the Company will pay Salary and perquisites as specified above as permitted by the companies Act, To appoint Mrs. Shahin Basu Majumdar (DIN : ) as an Independent Director and in this regard, to consider and if thought fit, to pass the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provision of Section 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) and the Companies (Appointment and Qualification of Directors )Rules, 2014 (including any Statutory modification (s) or re-enactment (s) there of, for the time being in force) and Clause 49 of the Listing Agreement, Mrs. Shahin Basu Majumdar, who Qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing under section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (five) consecutive years for a term up to the date of AGM of 2020 or 5 th August, 2020 which is ever is earlier. Place: Kolkata Dated : 6th August, 2015 By order of the Board FOR (SUNIL KHETAWAT) MANAGING DIRECTOR 4

5 NOTE 1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and such proxy need not be a member. 2) Instrument appointing proxy should be deposited at the registered office of the company not less then 48 hours before the time fixed for the meeting. 3) The Register of Members and Share Transfer Books of the company will remain closed from 23rd September, 2015 to 30 th September, 2015 ( both days inclusive). 4) The practice of distributing copies of Annual Report at the Annual General Meeting has been discontinued as a measure of economy. Members are therefore requested to bring their copies of Annual Report at the meeting. 5) Members are requested to notify any change of address as well as ID and Bank details to update our record as well as to serve them efficiently. EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 3 Shri Sunil Khetawat was re-appointed as Managing Director of the Company w.e.f with a remuneration of Rs.50,000/- per month with a scale Rs / / /- for further 5 (five) years. Perquisites and Allowances were as per Rules. But in view of financial constraint of the Company, he has last drawn remuneration at the rate of 50000/- per month till September, From April,2010 he is drawing Rs 6000/- per month to the extent of 12% EPF (Employee contribution) on last drawn salary of Rs.50000/- per month and the balance of Rs /- per month has been forgone by him. The Company is contributing Rs. 6000/- per month towards Employer s Contribution to Provident Fund. As per the terms of service of Shri Sunil Khetawat, Managing Director & CEO will expire on , it is necessary to accord the approval and consent to the Remuneration payable to Shri Sunil Khetawat, Managing Director & CEO for a further period of 5 (five) years i.e. from to The proposed terms & conditions of Remuneration of Shri Sunil Khetawat has been furnished in the Notice. None of the directors except Shri Sunil Khetawat himself and Shri Sandeep Khetawat, relative of Shri Sunil Khetawat are concerned or interested in the said Resolution. A brief C.V. of Shri Sunil Khetawat age 51 years is furnished below: He is a qualified Mechanical Engineer with Production Engineering as a Special Subject. He was appointed as a member on the Board of BWL Ltd. in 1991 as a Whole Time Director (operation). He is a dynamic member from the Promoter family. He was appointed as Managing Director of the Company in He has a rich and varied experience in Steel and Engineering Sector. Currently he is holding 3,28,064 nos. of shares in the Company. 5

6 He is also Director of two Private Limited Company. The Board of Directors propose the appointment of Shri Sunil Khetawat and recommend the Resolution as set out in Item no. 3 for the approval of the Share holders at the ensuing Annual General meeting. Other than Shri Sunil Khetawat and Shri Sandeep Khetawat and their relatives, none of the Directors, KEY Managerial personnel or their relatives are concerned or interested in the proposed Ordinary Resolution as set out in Item no. 3 of this Notice. This Explanatory Statement may also be regarded as disclosure under Clause 49 of the Listing Agreement. Item No. 4 Shri Sandeep Khetawat was re-appointed as Whole Time Director of the Company w.e.f with a remuneration of Rs.46,000/- per month with a scale Rs / / /- for further 5 (five) years. Perquisites and Allowances were as per Rules. But in view of financial constraint of the Company, he has last drawn remuneration at the rate of 46000/- per month till September, From April,2010 he is drawing Rs 5520/- per month to the extent of 12% EPF (Employee contribution) on last drawn salary of Rs.46000/- per month and the balance of Rs /- per month has been forgone by him. The Company is contributing Rs. 5520/- per month towards Employer s Contribution to Provident Fund. As per the terms of service of Shri Sandeep Khetawat, Whole Time Director, Designated as Executive Director will expire on , it is necessary to accord the approval and consent to the Remuneration payable to Shri Sandeep Khetawat,Whole Time Director for a further period of 5 (five) years i.e. from to A brief C.V. of Shri Sandeep Khetawat age 45 years is furnished below: He is a Commerce Graduate.He was appointed as a member on the Board of BWL Ltd. in 2001 as a Whole Time Director, Designated as Executive Director. He is a dynamic member from the Promoter family. He has a rich and varied experience in Finance and Marketing of Steel and Engineering Sector. Currently he is holding 2,17,426 nos. of shares in the Company. He is also Director of one Listed Public Company and four Private Limited Company. The Board of Directors propose the appointment of Shri Sandeep Khetawat and recommend the Resolution as set out in Item no. 4 for the approval of the Share holders at the ensuing Annual General meeting. Other than Shri Sandeep Khetawat and Shri Sunil Khetawat and their relatives, none of the Directors, KEY Managerial personnel or their relatives are concerned or interested in the proposed Ordinary Resolution as set out in Item no. 4 of this Notice. This Explanatory Statement may also be regarded as disclosure under Clause 49 of the Listing Agreement. Item No. 5 Mrs. Shahin Basu Majumdar, ( DIN ) who was appointed as an Additional Director of the Company w.e.f.6 th August,2015 and who in terms of Section 161 of the Companies 6

7 Act,2013 holds office up to the date of this Annual General Meeting and her CV and other particulars are stated below : The Company has received declaration from Mrs. Shahin Basu Majumdar that she meets the criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and also under clause 49 of the Listing Agreement with the stock exchange. She has further confirmed that she has not disqualified from being appointed as Director under section 164 of the said Act. The Board of Directors are of the opinion that Mrs. Shahin Basu Majumdar is a person of integrity and possess relevant expertise and experience and is eligible and fulfils the conditions specified by the Companies Act, 2013 for the position of an Independent Director of the Company. The Board considers that her association as Director will be beneficial to and in the interest of the Company. A brief CV of Mrs. Shahin Basu Majumdar age 64 years is furnished below: She is MA (Sociology) from Annamalai University, diploma in Social Works (Labour Welfare) from Calcutta University and B.Sc (Hons.) from Bombay University. The Board of Directors appointed her as Additional Director in the Board Meeting held on She joined in as a Personnel Executive in Bhilai Steel Plant of Steel Authority of India (SAIL) in the year 1973and subsequently became joint Director and Head of Human Resources, Purchase and General Administration at HQ of Environment Management Division of SAIL at Kolkata and took voluntary retirement in She has a rich and wide experience in Human Resources of Steel Sector. She is not holding any share of the Company. She is also not Director of any other Company. The Board of Directors propose the appointment of Mrs. Shahin Basu Majumdar and recommend the Resolution as set out in Item no. 5 for the approval of the Share holders at the ensuing Annual General meeting. Other than Mrs. Shahin Basu Majumdar and her relatives, none of the Directors, KEY Managerial personnel or their relatives are concerned or interested in the proposed Ordinary Resolution as set out in Item no. 5 of this Notice. This Explanatory Statement may also be regarded as disclosure under Clause 49 of the Listing Agreement. The copy of resolution passed by the Board of Directors in its meeting held on August 6th, 2015 approving the appointment of said director for a term of 5 (five) consecutive years is available for inspection by the members of the Company at its Registered Office between a.m. to 1.00 p.m. on all working days till the date of Annual General Meeting. 7

8 Dear Members, BOARD REPORT Your Directors have pleasure in presenting the 43rd Annual Report of your Company for the financial year ended 31st March, FINANCIAL RESULTS The financial performance of your Company for the year ended 31st March, 2015 is summarized below: Financial year Financial year Ended 31st March ended 31st March 2015 (Rs.) 2014 (Rs.) Turn Over - - Profit / (Loss) before interest, Depreciation & Taxes (22,37,847) (16,01,164) Add: Depreciation 4,35,405 4,05,925 Profit / (Loss) for the year (26,73,252) (20,07,089) Balance Brought forward from last year (42,03,28,159) (41,83,21,070) (Loss) carried to Balance Sheet (42,30,01,411) (42,03,28,159) 2. DIVIDEND: In view of accumulated loss, your Directors regret their inability to recommend any dividend. 3 OVERVIEW OF COMPANY S FINANCIAL PERFORMANCE: The Scheme of Rehabilitation of the company under consideration of BIFR provides, inter alia road map of commencing production at commercial level, gradual capacity build up 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. 4. MANAGEMENT DISCUSSION AND ANALYSIS: Management discussion and analysis has been set out in the Corporate Governance Report. 5. PUBLIC DEPOSIT: Your company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act,2013 read together with Companies, (Acceptance of Deposit) Rules, CORPORATE GOVERNANCE: 8 Your Company has generally complied with applicable provisions of the Listing Agreement with the Stock Exchanges where its Shares are listed. A separate Report on Corporate Governance as per Clause 49 of the Listing Agreement along with Auditor s certificate on it s compliance is

9 annexed herewith as Annexure ( A ) to this Report. 7. BUSINESS RESPONSIBILITY REPORT: Your Directors are unable to furnish the Business Responsibility Report as per Clause 55 of the Listing Agreement as the operation is closed since July, 2008 and the Rehabilitation proposal is pending before the Hon,ble BIFR. 8. INDUSTRIAL RELATION: Industrial relations remain more or less cordial during the year. 9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES Please refer para 4 in para of Nomination and Remuneration Committee of Corporate Governance Report and Annexure (B) to this Report. 10. ANNUAL EVALUATION OF BOARD S PERFORMANCE: Please refer Remuneration Policy etc of Corporate Governance Report. 11. NUMBER OF MEETINGS OF THE BOARD 4 (Four) 12. DECLARATION OF INDEPENDENCE Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. 13. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that: (a) in the preparation of the annual accounts for the financial Year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same; (b) (c) (d) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015; proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts have been prepared on a going concern basis; (e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and 9

10 (f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. 14. AUDITORS AND AUDITOR S REPORT: Auditors M/s. G.Basu & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are eligible for re-appointment. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 49 of the Listing Agreement, M/s. G.Basu & Co., Chartered Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review Board of ICAI. The Audit Committee and the Board of Directors recommended the appointment of M/s G.Basu & Co., Chartered Accountants as the Auditors of your Company for the Financial year till conclusion of the next AGM. The observations of the Auditors when read with the corresponding reference in Notes on Accounts will be found self explanatory. Secretarial Audit: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s V.P.Mahipal & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure - [C] to this Report. The observations of the Auditors and further comments thereon will be found self explanatory. 15. EXTRACT OF ANNUAL RETURN: Pease refer Annexure [D] to this Report. 16. RELATED PARTY TRANSACTIONS: The details of related party transactions as required under Accounting Standard -18 are set out in Note 21 to the Financial Statement forming part of this Annual Report. The Form AOC 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out as Annexure (E) to this Report. 17. LOANS AND INVESTMENTS: Not applicable. 18. RISK MANAGEMENT: Please refer para 6 (six) of the Corporate Governance Report. 10

11 19. CORPORATE SOCIAL RESPONSIBILITY: Not applicable. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO: Please refer Annexure [F] to this Report. 21. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS: There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. There is no material changes and commitments, affecting the financial position of the Company for the year ended 31st March,2015 and the date of this Report. 22. APPRECIATION: Your Directors express their appreciation for support extended by the employees, customers, venders and other agencies. The members wish to place on record their sincere appreciation for the wise council, guidance and cooperation extended, by all.the Board express as thanks and gratitude to share holders for their continued confidence reposed on the management. Place: Kolkata Date: 6th August, 2015 For and on behalf of the Board (SUNIL KHETAWAT) Managing Director 11

12 ANNEXURE (A) CORPORATE GOVERNANCE: 1. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE: Your Company has consistently followed the principles of good corporate governance through transparency in dissemination of information to stakeholders and adhering to objectives, the doctrine of Corporate Governance stands for. Your Company believes that the Code on Corporate Governance provides a structure by which the rights and responsibilities amongst different participants in the organization, such as the Board of Directors, employees, shareholders and other parties are clearly defined and coordinated, so as to ensure that the Company s performance are adequately measured and monitored for accomplishment of its basic objective. As a listed company, BWL Limited adheres to listing requirements. It has generally complied with in all material respect the requirements of Corporate Governance specified in the Listing Agreement with the BSE barring few exceptions referred to in audit certificate which were beyond control of the management to adhere to on economic and other practical grounds. 2. BOARD OF DIRECTORS - COMPOSITION As on the date of this report, the Board of Directors of your Company consists of 5 (five) members comprising of 2 (two) Executive Promoter Directors and 3 (three) Independent Non-executive Directors. The Chairman of the Board of Directors is an Executive Director. Out of two Executive Directors one are not member of Board of Directors in any other public company. Mr. P. Choudhury holds the office of director in an unlisted public company where he is not member in any committee of Board of Directors.Shri Malay Sengupta does not hold the office of Director in any other company. Mrs. Shahil Basu Majumdar appointed on the date of this report as an Additional Director (Independent), does not hold Directorship in any other company. Board Meetings held during the year: Four Board meetings were held during the year ended 31st March, 2015, respective dates of meeting being 28th May 2014, 08th August 2014, 13th November,2014 and 7th February,2015. DIRECTORS REMURETION: Details of the Remunerations paid/payable to whole time Directors for the financial year ended is as under: Name Salary Allowance & Perquisites Cont. to Prov. & other Fund Total (Rs.) (Rs) (Rs) (Rs) Sunil Khetawat Sandeep Khetawat The Company does not have any other scheme of remuneration to the Whole time Director. In view of dismal performance of company and sick industrial status, the whole time directors have been foregoing lion s share of their salaries and house rent allowance since

13 b) Non-Executive Directors : Non-Executive independent Directors get sitting fees for attending Board/ Committee Meetings. The details of Fees paid/payable to the Non-executive independent Directors for the financial year ended 31st March 2015 are as under:- Prabir Chaudhury Rs. Malay Sengupta Rs Board Meeting Audit Committee Meeting Nomination & Remuneration Committee Meeting Special Meeting of Independent Directors Total Attendance of Directors at the Board Meetings and the last AGM: Name Number of Board Attendance in Meeting attended the last AGM held on Sunil Khetawat 2 Yes Sandeep Khetawat 3 - Prabir Choudhury 4 Yes Malay Sengupta 4 Yes Independent Directors: As mandated by Clause 49, the Independent Directors on BWL s Board: a. are persons of integrity and possess relevant expertise and experience; b. i. are not a member of promoter s group or its associate company; ii) related to the promoters or directors or associate companies. c. apart from receiving Director s Remuneration, have no material pecuniary relationship with the company, or associate company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year; d. none of their relatives have or had pecuniary relationship or transaction with the company, it s associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; 13

14 e. are neither themselves nor any of their relatives i. hold or have held the position of a key managerial personnel or are or have been employee of the company or its associate company in any of the three financial years immediately preceding the financial year in which they were appointed; ii. are or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed, of A. a firm of auditors or company secretaries in practice or cost auditors of the company or its associate company; or B. any legal or a consulting firm that has or had any transaction with the company, its associate company amounting to ten percent or more of the gross turnover of such firm; iii. hold together with their relatives two percent or more of the total voting power of the company; or iv. is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its associate company or that holds two percent or more of the total voting power of the company; v. is a material supplier, service provider or customer or a lessor or lessee of the company; f. is not less than 21 years of age. Maximum tenure of Independent Directors: In accordance with Section 149(11) of the Companies Act, 2013, the current tenure of Independent Directors of the Company is for a term of 5 consecutive years from the date of last AGM held on up to the conclusion of AGM to be held in the calendar year Formal Letter of appointment to Independent Directors In accordance with Clause 49 of the Listing Agreement, the Company has issued formal letters of appointment to all the Independent Directors. Performance evaluation of Independent Directors The Board of Directors upon recommendation of Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors. In compliance with Clause 49 of the Listing Agreement, the performance of all the Independent Directors are subject to evaluation by the entire Board, excluding the Director being evaluated. Performance evaluation done by the Board, are determining factors whether to extend or continue terms of appointment, of directors whenever their respective terms expire. Separate Meeting of the Independent Directors The Independent Directors of the Company met separately on 11th March, 2015 without the presence of Non-Independent Directors and the members of management. The meeting was attended by all the Independent Directors.The meeting was conducted informally to enable the Independent Directors 14

15 to discuss matters pertaining to the Company s affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Agreement, following matters were, interalia, discussed in the meeting: - Performance of Non-Independent Directors and Board as a whole. - Performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. - Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Familiarization Programme for the Independent Directors The Company conducts Familiarization Programme for the Independent Directors enabling them with the opportunity to familiarize with the Company, its management and its operations so as to gain a clear understanding of their roles and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for a good understanding of the Company, its various operations and the industry of which it is a part. Information Supplied to the Board The Board has complete access to all information with the Company. All Board meetings are governed by a structured agenda which is backed by comprehensive background information. The following information are regularly provided to the Board, as part of the agenda papers at least a week in advance of the Board meetings. Detailed Business Review. Annual operating plans and budgets and any update thereof. Capital budgets and any updates thereof. Annual and Quarterly financial results for the Company. Minutes of the meetings of the Audit Committee and other Committees of the Board. Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary. Materially important show cause, demand, prosecution notices and penalty notices. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company. Significant labour problems and their proposed solutions. Any significant development on Human Resources / Industrial Relations front, like signing of wage agreement, implementation of voluntary retirement scheme, etc. 15

16 Sale of material nature, of investments, assets, which is not in the normal course of business. Non-compliance of any regulatory, statutory or listing requirements and shareholders service, such as non transfer of Shares etc. Details of investment of surplus funds available with the Company. Details of dealings in Company s share by members of the Board/ Senior Management. Details of commercial or any other dealings by firms/ companies in which members of the Board/ Senior Management or their relatives hold shares. Details of Inter Corporate Loans, Investments and Guarantees made/ given by the Company. Detailed status on the Business Risks being faced by the Company and their mitigation plan. Changes in Shareholding Pattern of the Company. Details of Contingent Liabilities. Statement on Compliance with Code of Conduct. Post Meeting follow up system: The Company has an effective post Board Meeting follow up procedure. Action taken report on the decisions taken in a meeting is placed at the immediately succeeding meeting for information of the Board. The Board has established procedures to periodically review compliance report of all laws applicable to the Company as well as steps taken by the Company to rectify instances of noncompliance. Succession Plan: The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment to the Board and to Senior Management. Roles and Responsibilities of Board Members The duties of Board Members as a Director in general have been enumerated in Section 166 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and as Independent Directors in particular in Schedule IV of the Companies Act.,2013. CODE OF CONDUCT Commitment to ethical code in professional conduct is a must for every employee, including Board members and Senior Management Personnel of BWL. The ethics of the Code is intended to serve as basis for decision-making in conduct of business. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 form part of the Code of Conduct. All Board members and Senior Management Personnel affirm compliances with the Code of Conduct annually. A declaration signed by the Chief Executive Officer (CEO) to this effect is placed at the end of this report. 16

17 COMMITTEES OF THE BOARD BWL, on the date of this report, has four Board level Committees: A. Audit Committee, B. Nomination and Remuneration Committee, C. Risk Management Committee, and D. Stakeholders Relationship Committee. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various Committees. Details on these Committees, are provided below: 3. AUDIT COMMITTEE. The Audit Committee was constituted on 31st January, The functioning of the Audit Committee is governed by a Charter duly approved by Board which is in line with the provision of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement : The role of the Audit Committee includes the following: 1. Oversight of the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommendation for appointment, re-appointment, terms of appointment/re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees/ remuneration. 3. Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors. 4. Reviewing, with the Management, the annual financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of sub-section (5) of Section 134 of the Companies Act, Changes, if any, in accounting policies and practices and reasons for the same. Major accounting entries involving estimates based on the exercise of judgment by the Management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with listing and other legal requirements relating to financial statements. Disclosure of any Related Party Transactions. Qualifications in the draft Audit Report. 5. Reviewing, with the Management, the quarterly Financial Statements, before submission to the Board for approval. 17

18 6. Reviewing with the Management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of the proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. 7. Evaluation of internal financial controls and risk management system. 8. Reviewing, with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems. 9. Reviewing the adequacy of Internal Audit function, if any, including the structure of the Internal Audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of Internal Audit. 10. Discussion with Internal Auditors any significant findings and follow ups there on. 11. Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. 12. Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern. 13. To look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. 14. To review the functioning of the Whistle- Blower mechanism. 15. Approval of appointment of CFO (i.e. the Whole Time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate. 16. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 17. Review and monitor the Auditor s independence, performance and effectiveness of Audit process. 18. Approval or any subsequent Modification of transactions of the company with related parties. 19. Scrutiny of inter- corporate loans and investments. 20. Valuation of undertakings or assets of the Company, wherever it is necessary. 18 The Audit Committee is empowered, to: Investigate any activity within its terms of reference and to seek any information it requires from any employee. Obtain legal or other advice from independent professional and secure the attendance of outsiders with relevant experience and expertise, wherever considered necessary. Audit Committee is mandated to review: Management discussion and analysis of financial conditions and results of operations.

19 Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management. Management letters/letters of internal control weaknesses issued by the Statutory Auditors. Internal Audit Reports relating to internal control weaknesses. Appointment, removal and terms of remuneration of the Chief Internal Auditor. On the date of this report, the Audit Committee is comprised of Three Independent Directors. During the financial yesr the Committee was comprised of two Independent Directors and one Executive Directors. DGM(F&A) Compliance Officer is the Secretary of the audit committee. The committee is chaired by Shri.Malay Sengupta. The committee met FOUR times during the year ended , i.e. on , , and Attendance of Members at the meeting of the Audit Committee held during the Financial year ended were as under:- Members Category No. of No. of Meetings held meetings attended Malay Sengupta (Chairman) Independent Director 4 4 Prabir Chaudhury Independent Director 4 4 Sandeep Khetawat Promoter Executive Director 4 3 On , Shri Sandeep Khetawat resigned from the Committee and Mrs. Shahin Basu Majumdar has been inducted as a Member of the Committee. The Chairman of the Audit Committee was present at the last AGM held on 7th August,2014. Audit Committee Report for the year ended March 31, 2015 To The Board of Directors of BWL Limited, Each member of the Audit Committee is an Independent Director on the date of this report, according to the definition laid down in Clause 49 of the Listing Agreement with the relevant Stock Exchanges. The Management is responsible for the Company s internal controls and financial reporting process. The Independent Auditors are responsible for performing an independent audit of the Company s financial statements in accordance with the Indian GAAP and for issuing a report thereon. The Committee is responsible for overseeing the processes related to financial reporting and information dissemination. In this regard, the Committee discussed with the Company s Statutory Auditors the overall scope for their audit and reviewed the independence, performance and effectiveness of audit process. The Committee also discussed the result of examinations made by Internal Auditors, their evaluation of the Company s internal financial controls and the overall quality of financial reporting. The Management also presented to the Committee the Company s financial statements and also represented that the Company s financial statements had been drawn in accordance with the Indian GAAP. 19

20 Based on its review and discussions conducted with the Management and the Independent Audittors. The Audit Committee believes that the Company s financial statements are fairly presented in conformity with Indian GAAP in all material aspects. The Committee has also reviewed Statement of contingent liabilities, Management discussion and analysis, risk assessment and minimization procedure. Directors responsibility statement, Financial results and draft audit/ limited review reports thereon, compliances relating to financial statements and draft auditors report, approved (including modification, if any) Related Party Transactions and scrutinized inter corporate loans of the Company.. During the year, the Committee also evaluated the Internal Financial Control & Risk Management System of the Company, and reviewed its responsibilities as per various applicable provisions of Companies Act, 2013 and Listing Agreement. Further the Committee affirms that in exercise of power conferred by policy under Whistle-Blower Policy/ Vigil Mechanism, no personnel had lodged any complain to the Audit Committee. The Committee is recommending to the Board the re -appointment of M/s G Basu & Co., Chartered Accountants, as Statutory Auditors of the Company, to carry out audit of the accounts of the Company for the financial year In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as outlined in the Audit Committee s responsibility statement. Malay Sengupta Place: Kolkata Date: August 6, 2015 Chairman, Audit Committee 20

21 4. NOMINATION AND REMUNERATION COMMITTEE: In compliance with Section 178 of the Companies Act, 2013 and Clause 49 (iv) of the Listing Agreement, the erstwhile Remuneration Committee has been renamed as Nomination and Remuneration Committee with broad basing of it s functional spheres to adhere to revised exigencies. Composition As on March 31, 2015, the Nomination and Remuneration Committee comprises of the following 3 Directors: 1. Shri Prabir Chaudhury, Chairman 2. Shri Malay Sengupta, Member 3. Shri Sunil Khetawat, Member On Shri Sunil Khetawat has resigned to give way to induction of Mrs. Shahin Basu Majumdar an Independent Director as a Member of the Committee. Meetings and Attendance During the financial year , the Nomination and Remuneration Committee met 1 time on The details of attendance of the Nomination and Remuneration Committee meetings are as under: Members Category No. of No. of Meetings held meetings attended Prabir Chaudhury (Chairman) Independent Director 1 1 Malay Sengupta Independent Director 1 1 Sunil Khetawat Promoter Executive Director 1 1 Shri Prabir Chaudhury, Chairman of the Committee attended the AGM held on 7th August, 2014 to answer shareholders queries. The roles and responsibilities of the Committee include the following: 1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director. 2. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down for, recommending to the Board their appointment and removal. 3. Formulate the criteria for evaluation of Director s and Board s performance and to carry out the evaluation of every Director s performance. 4. Devising a policy on Board diversity. 5. To engage the services of consultants and seek their help in the process of identifying suitable person for appointments as members of the Board. 6. To decide the remuneration of consultants engaged by the Committee. 7. Framing, recommending policies of Remuneration and other compensation of Directors and KEY & Senior Managerial Personnel to the Board and implementing same, on behalf of the Board, by way of ensuring. 21

22 a) reasonability and attractability of the level and composition of remuneration, to retain and motivate Directors and KMP of the quality of service required to run the company successfully. b) clear and appropriate performance benchmarked relationship between remuneration and performance. c) balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals. d) considering, approving and recommending to the Board changes in designation and increase in salary of the Directors, KMP and Managerial Personnel. Remuneration Policy The remuneration paid to Whole Time Executive Directors of the Company is approved by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee for the purpose of obtaintion of Share holders approval in General Meeting. The remuneration strategy is market-driven in due cognigence of exigencies of the situations taking in to account the existing industry practice and objective considerations within limitation of the Company. The detailed policy is attached as annexure of this report. 1. Independent Directors : Except for sitting fees, no other benefit is given to them at present. 2. Executive Directors : Whole Time Executive Directors are entitled to a fixed remuneration as approved subject to prior evolution of their performance and recommendation to the effect by Nomination and Remuneration Committee and general meeting. The Remuneration Policy and the evaluation criteria have been disclosed in the Director s Report which forms part of the Annual Report. Nomination and Remuneration Committee Report for the year ended March 31, 2015 To the Board of Directors of BWL Limited, In discharge of responsibility of the Committee to incentivize and reward executive performance facilitating long-term enhancement of shareholder s Stake, the Committee has formulated policies relating to remuneration, performance evaluation, Board diversity, etc. in line with, inter alia, section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The broad spectrum of policies encompass. Remuneration for Directors, Key Managerial Personnel s (KMP s) and other employees. Performance Evaluation Framework for the Board, its Committees and individual Board members. Appointment of Directors. As per policy, the evaluation of every Director s performance has been carried out by the Committee. Place: Kolkata Date: 6th August,2015 P. Chaudhury Chairman, Nomination and Remuneration Committee 22

23 5. Stake holders Relationship Committee: The investors grievances committee (Presently named as Stake Holder Relationship Committee) of the company was first constituted on as a Share Transfer committee. The Committee deals with various matters relating to the transfer / transmission of Share, issue of the duplicate share certificates, approving the split / consolidation of shares and other matters relating to the share holders complaints. The committee comprises of three Directors being chaired by Mr.Prabir Chaudhury, an independent Non executive Director. Remaining two are Executive Directors of the company. The Board has authorised the Members of the Committee and CFO,the Compliance Officer, to approve the Transfer of Shares. During the 12 months financial year, the Company received eleven complaints from the share holders. The Company endeavors to reply all complaints received from Share holders within a period of 15 days. The status of Investor s Compliance is tabulated below : No. of Complaint outstanding as on : 6 Complaints Complaint received during the year Complaint disposed of during the year Balance as on : 11 Complaints : 17 Complaints : Nil Complaints 6. RISK MANAGEMENT COMMITTEE Risk Manageemnt Committee has been constituted on 6th August,2015 i.e subsequent to end of Financial year under report. Composition The Committee consists of the following three members: 1. Shri Prabir Chaudhury (Chairman) 2. Shri Malay Sengupta 3. Shri Sunil Khetawat Meetings and Attendance As the Committee was not constituted, there was no meeting during the financial year The role of the Committee is as under: 1. Preparation of Risk Management Plan, reviewing and monitoring the same on regular basis. 2. To update Risk Register on quarterly basis. 3. To review appropriateness of risk factors identified by management. 4. To take cognizance of internal and extraneous situation in domestic and global context with propersity to aggravate risk factors. 5. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee on quarterly basis. 23

24 6. To report key changes in critical risks to the Board on quarterly basis. 7. To report critical risks to Audit Committee in detail on yearly basis. 8. To perform such other functions related to risk scenario as may be deemed or prescribed fit by the Board. 7. MANAGEMENT Management Discussion and Analysis Hon ble BIFR had directed to IDBI Bank Ltd (OA) to release the amount lying in no lien account with State Bank of India, Commercial Branch,Bhilai for use by company in meeting working capital expenses and cost of repairs of factory shed and Plants & equipments. Management hopes that with the sanction of Rehabilitation Scheme by the Hon ble BIFR with packages of reliefs & concessions applied there in, the company will be able to operate in a profitable manner in days ahead. a. Industry Structure and Developments: Steel Wire market is closely allied with Power Cable industries, Electricity generation and Transmission system which are more or less stably placed at present. Notwithstanding positive market syndrome the company has not been in a position to exploit the market for reasons discussed time and again. Management hopes to focus all its attention for optimum utilisation of existing market boom after sanction of Rehabilitation Scheme by the Hon ble BIFR. b. Opportunity and Threats: Existing market boom provides fertile horizon for products dealt in by Steel Wire Division. Besides balancing of existing fixed capital outlay offers scope of diversification for production of new items having potential market. Regarding threat refer to our discussion in risk and concern. c. Out look : Outlook of the management is to revamp steel wire division & diversification of product range towards Hardware fittings and Fixtures required for telecommunication, Power transmission and Railways etc & mobilize need based working capital from appropriate sources to support it s aspiration. d. Risks and concerns: The silver line visible today towards rehabilitating the unit is subject to risk of change in Govt. Policy, cyclic & non cyclic fluctuation in fiscal to monetary system and availability of fund based support from appropriate quarters. e. Internal control system and its adequacy: 24 It may be observed from the annexure to report of the statutory auditors submitted pursuant to Companies (Auditors Report Order ) 2015 issued by Central Govt. in terms of section 143 (11) of

25 Companies Act,2013 that internal control system of the company is adequate having regard to its size and nature of its business. f. Discussion on financial performance with respect to operational performance: Please refer to para 3 of Directors Report under section 134 of Company s Act, 2013 high - lighting therein financial and operational performances. g. Material development in Human resources/industrial relation front, including number of people employed. The para hardly calls for addressal considering prolonged closure of the unit. DISCLOSURES: Related Party Transactions The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis. During the Financial Year , there were no such Related Party Transactions, either as per Companies Act, 2013 or Clause 49 of the Listing Agreement which were required to be approved by the Board of Directors or the Shareholders of the Company. As there was no material related party transaction as such no confirmation as required as per Clause 49 of the Listing Agreement, has not been sent to the Stock Exchanges along with the Quarterly Compliance Report on Corporate Governance. Disclosures by Senior Management & Key Managerial Personnel The Senior Management Personnel make disclosures to the Board periodically regarding: their dealings in the Company s shares if any; and all material financial and commercial and other transactions with the company if any. where they have personal interest, stating that the said dealings and transactions, if any, had no potential conflict with the interest of the Company at large. The material, financial and commercial transactions where Key Managerial Personnel have personal interest forms part of the disclosure on related parties referred to in Notes to Annual Accounts, which was reported to the Board of Directors. Disclosure of accounting treatment in preparation of financial statements The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered Accountants of India (ICAI) in preparation of its financial statements except for AS15 for reason discussed in Note 24 of the financial statements. 25

26 Details of non-compliance by the Company BWL has generally complied with all the requirements of regulatory authorities. No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital market during the last three years. However, during the financial year BSE Limited has imposed penalty for Non submission of Audited Financial Result for the year ended 31st March,2015 and Non-appointment of Women Director within the stipulated time against that the company has requested to waive the penalty amount in view of Sick Status of the Company which are pending before the appropriate Forum. Code for Prevention of Insider-Trading Practices In compliance with the SEBI regulations for Insider Trading and the provisions of Companies Act, 2013, the Company has in place a comprehensive Code of Conduct for Prevention of Insider Trading, for its management and staff. The Code lays down guidelines advising them on procedures to be followed and disclosures to be made while dealing with the shares of BWL, and cautioning them of the consequences of violations. The CFO has been appointed as the Compliance Officer. The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, which has been effective from 15th May, Whistle-Blower Policy / Vigil Mechanism The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, BWL has established a system through which Directors, employees, business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit Committee, and also to a three-member Direct Touch team established for this purpose. The Whistle-Blower Protection Policy aims to: Allow and encourage stakeholders to bring to the management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies. Ensure timely and consistent organizational response. Build and strengthen a culture of transparency and trust. Provide protection against victimization. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. The Committee has, in its Report, affirmed that no personnel have been denied access to the Audit Committee. CEO/ CFO certification The CEO and CFO certification on the financial statements and the cash flow statement for the year is placed at the end of this Report. Legal Compliance Reporting 26

27 The Board of Directors reviews in detail, on a quarterly basis, the report of compliance with respect to all applicable laws and regulations. Any non-compliance is seriously taken up by the Board, with fixation of accountability and reporting of steps taken for rectification of non-compliance. 8. SHAREHOLDERS Appointment / Re-appointment of Directors Shri Sunil Khetawat was re-appointed as a Whole Time Director designated as Managing Director of the Company for a period of 5 years w.e.f on the remuneration and other terms and conditions as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sunil Khetawat as Whole Time Director of the company will expire on , the Board of Directors of the Company in its meeting held on 6th August,2015 has reappointed him as a Whole Time Director designated as Managing Director and Chief Executive Officer (CEO) of the Company for a further period of five years w.e.f. 1st April, 2016 on the remuneration and terms and conditions, as detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of Shri Sunil Khetawat to the Board for their approval. Shri Sandeep Khetawat was re- appointed as a Whole Time Director designated as Executive Director of the Company for a period of 5 years w.e.f on the remuneration and other terms and conditions as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sandeep Khetawat as Whole Time Director of the company will expire on , the Board of Directors of the Company in its meeting held on 6th August,2015 has reappointed him as a Whole Time Director designated as Executive Director of the Company for a further period of five years w.e.f. 1st June, 2016 on the remuneration and terms and conditions, as detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of Shri Sandeep Khetawat to the Board for their approval. Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company on 6th August,2015 appointed Mrs. Shahin Basu Majumdar as an Additional Director in the category of Non- Executive Independent Director. Mrs. Shahin Basu Majumdar shall hold office upto the date of the ensuing Annual General Meeting of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with requisite deposit of Rupees one lakh. The Board of Directors in their meeting held on 6th August, 2015 has recommended to re -appoint Mrs. Shahin Basu Majumdar as Non-Executive Independent Director within the meaning of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under, not subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date of her appointment as an Additional Director in the Company i.e. 6th August, 2015 up to the conclusion of AGM of the Company to be held in the calendar year 2020 or 5th August, 2020 whichever is earlier. A brief resume of the Directors being appointed/ re -appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing AGM. 27

28 Your Directors recommend their appointment /re-appointment at the ensuing AGM. The brief CVs of the above Directors are given below: Shri Sunil Khetawat :He is a qualified Mechanical Engineer with Production Engineering as a Special Subject. He was appointed as a member on the Board of BWL Ltd. in 1991 as a Whole Time Director (operation). He is a dynamic member from the Promoter family. He was appointed as Managing Director of the Company in He has a rich and varied experience in Steel and Engineering Sector. Currently he is holding 3,28,064 nos. of shares in the Company. He is also Director of two Private Limited Company. Shri Sandeep Khetawat :He is a Commerce Graduate.He was appointed as a member on the Board of BWL Ltd. in 2001 as a Whole Time Director, Designated as Executive Director. He is a dynamic member from the Promoter family. He has a rich and varied experience in Finance and Marketing of Steel and Engineering Sector. Currently he is holding 2,17,426 nos. of shares in the Company. He is also Director of one Listed Public Company and four Private Limited Company. Mrs. Shahin Basu Majumdar : She is MA (Sociology) from Annamalai University, Diploma in Social Works (Labour Welfare) from Calcutta University and B.Sc (Hons.) from Bombay University. The Board of Directors appointed her as Additional Director in the Board Meeting held on She joined in as a Personnel Executive in Bhilai Steel Plant of Steel Authority of India (SAIL) in the year 1973and subsequently became joint Director and Head of Human Resources, Purchase and General Administration at HQ of Environment Management Division of SAIL at Kolkata and took voluntary retirement in She has a rich and wide experience in Human Resources of Steel Sector. She is not holding any share of the Company. She is also not Director of any other Company. Excepting Shri Sunil Kheatawt and Shri Sandeep Khetawat none of the Directors of the Company are related inter-se, in terms of Section 2(77) read with Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014 of the Companies Act, MEANS OF COMMUNICATION WITH SHAREHOLDERS Financial Results: In view of Financial constraint and Sick status of the Company the Publication of the Financial Result in the News Papers has been discontinued. However, these are put in the Website of the Company Annual Report: Physical copy of the Annual Report , containing Audited Financial Statements, Director s Report (including Management Discussion and Analysis and Corporate Governance Report) was sent to the shareholders by post as the share holders have not registered their id to the Company. Website: The Company s website contains a separate section Investor Centre for use of investors. The quarterly, half yearly and annual financial results, are promptly and prominently displayed on the website., Quarterly Corporate Governance Report, Shareholding Pattern and other Corporate Communications made to the Stock Exchanges are also available on the website. 28

29 Communication to shareholders on As the share holders of the Company did not provide their id to the Company, the mandated requirement by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report, etc. could not be sent to the shareholders by Electronic mode. BSE Corporate Compliance & Listing Centre: BSE has developed web based applications for corporate. Periodical compliances like Financial Results, share holding pattern and corporate Governance Report, etc are also filed electronically on BSE Listing centre portal. SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralized web based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge compliant against a company for his grievance. The Company uploads the action taken on the complaint which can be viewed by the shareholder. The Company and shareholder can seek and provide clarifications online through SEBI. INVESTOR RELATIONS Investor Relations (IR) at BWL aims at providing accurate, transparent and timely information to the investors. GENERAL BODY MEETINGS Details of the last three General Body Meetings held are given below: Financial Year Category Location of the Date & Time meeting AGM Steel Club, Sector 8, Bhilai 30th July, 2012; (C.G.) 4.30 PM AGM Same as above 8th August 2013; 4.30PM AGM Same as above 7th August, 2014; 4.30PM The following special resolutions were taken up in the last three AGMs and were passed with requisite majority: AGM Date Particulars of Special Resolution No Special Resolution was passed No Special Resolution was passed To appoint Shri Prabir Chaudhury and existing Independent Director For a term up to 5 consecutive years as per Section 149 (10) and (11) Read with Schedule IV of the Companies Act,

30 To appoint Shri Malay Sengupta and existing Independent Director For a term up to 5 consecutive years as per Section 149 (10) and (11) Read with Schedule IV of the Companies Act,2013. COMPLIANCE WITH MANDATORY REQUIREMENTS Compliance Report of BWL as on with the applicable mandatory requirements of Clause 49 is as under: Compliance Report Particulars Clause of Listing Compliance Status (Yes/ Remarks Agreement No/N.A.) II. Board of Directors 49 II - A. Composition of the Board 49(IIA) Yes - B. Independent Directors 49(IIB) Yes - C. Non-Executive Directors 49(IIC) Yes - compensation & disclosures D. Other provisions as to 49(IID) Yes - Board and Committees E. Code of Conduct 49(IIE) Yes - F. Whistle Blower Policy 49(IIF) Yes - III. Audit Committee 49 III - A. Qualified & Independent 49(IIIA) Yes - Audit Committee B. Meeting of Audit 49(IIIB) Yes - Committee C. Powers of Audit Committee 49(IIIC) Yes - D. Role of Audit Committee 49(IIID) Yes - E. Review of Information by 49(IIIE) Yes - Audit Committee IV. Nomination and 49(IV) Yes - Remuneration Committee V. Subsidiary Companies 49(V) NA - VI. Risk Management 49(VI) Yes - VII. Related Party Transactions 49(VII) Yes - 30

31 VIII. Disclosures 49(VIII) Yes - A. Related party transactions 49(VIIIA) Yes There are no material transactions with related parties B. Disclosure of Accounting 49(VIIIB) Yes - Treatment C. Remuneration of Directors 49(VIIIC) Yes - D. Management 49(VIIID) Yes - E. Shareholders 49(VIIIE) Yes - F. Proceeds from public issues, rights issues, 49(VIIIF) N.A. - preferential issues etc. IX. CEO/CFO certification 49(IX) Yes - X. Report on Corporate 49(X) Yes - Governance XI. Compliance 49(XI) Yes - Note 1. Clause 49 (II A) - Women Director was not appointed. However, appointed on Clause 49 (IIF) - Whistle Blower policy was implemented by the Board w.e.f 11th May, Clause 49(IV) - Nomination and Remuneration Committee was comprised of two Independent Director and one Executive Director. However, w.e.f. 6th August,2015 it comprises of three Independent Directors. At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), The annual listing fees for the financial year to BSE has not been paid and the Company has requested to the appropriate authority not to enforce the enhanced Annual Listing fees applicable from the year in view of Sick Status of the Company which is still pending. BWL s Stock Exchange codes BSE Stock Code: Stock Market Data: The Company s shares are not traded in the Stock Exchange as the same are not in De-mat form, this data could not be furnished. Distribution of Shareholding Details of distribution of shareholding of the equity shares of the Company by size and by ownership class on March 31, 2015 along with the top 10 shareholders of the Company is given below: 31

32 Share Holding Pattern as on : No. of No. of Share (%) of Share No. of Shares (%) of Share Shares Holders Holders Holders % % % % % % % % % % % % % % above % % Total % % Share Holding Pattern by Ownership: This has been disclosed in the Extract of Annual Return as Annexure D Top ten shareholders as on March 31, 2015 Other than Promoters / Directors : Sl. No Name of the Share holders No. of Shares % 1. Abhay Krishgi Udyog Pvt. Ltd Anil K Poddar Florescent Securities Ltd Gunvantien C. Kansara Tara Devi Muktilal Paldiwal Shailesh L. Shah Rohini V. Patwardhan Dharmesh R. Shah Rajesh C. Kansara Shailesh L.Shah Total

33 9. General Share holder s information: a) Annual General Meeting: Date : Venue : STEEL CLUB, Sector- 8, Bhilai (C.G.) Time Book Closer Date : 4.30-PM : 23rd, Sept to 30th, Sept (both days inclusive) Dividend payment Date : Not applicable. b) Financial Calendar (Tentative and subject to change) : Particulars Financial reporting for Quarter ended 30th June 2014 Half year ended 30the Sep., 2014 Quarter ended 31st December 2014 Year ended as on 31st March 2015 Date 2nd week of August nd Week of November,2014 2nd week of Feb nd week of May-2015 AGM for the year ended 31st March 2015 Ist Fortnight of Aug 2015 d) Listing on Stock Exchanges: The company s Equity/Redeemable Preference Shares are listed on the following Stock Exchange:- i) B.S.E.Ltd. Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai Share Transfer System : The shares of the company could not be Dematerialized as the NSE / BSE has withheld such facilities to companies with negative Net Worth. As such the Company s securities are not traded in the Stock Exchanges inspite of payment of Listing Fees up to the financial year All Shares are in Physical mode, which are lodged for transfer to the Company, same are processed and returned to the share holders within the stipulated time. Registrar and Transfer Agent (RTA) Company is maintaining share transfer in house. Share holders should send their correspondence in respect of share transfer at the Registered office : Industrial Area, Bhilai (C.G.) Pin Compliance with Secretarial Standards 33

34 The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them. Company s Registered Office Address: Industrial Area, Bhilai (C.G.) Pin PLANT LOCATIONS Industrial Area, Bhilai (C.G.) Pin Web site : ADDRESS FOR CORRESPONDENCE Share Holders should address their correspondence to the Company at the Registered Office mentioned above. Compliance Officer: Shri Shyam Niyogi, CFO Industrial Area, Bhilai (C.G.) Pin Mob : Web site : CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY We, Sunil Khetawat, Chief Executive Officer and Shyam Niyogi, Chief Financial Officer, of BWL Limited, to the best of our knowledge and belief certify that: 1. We have reviewed the financial statements and the cash flow statements of the Company for the year ended March 31, To the best of our knowledge and information: a. These statements do not contain any materially untrue statement or omit to state a material fact or contains statement that might be misleading; b. These statements together present a true and fair view of the Company s affairs and are in compliance with existing accounting standards, applicable laws and regulations except for accountal of gratuity & leave Salary refer to in Item 5 of Auditors Report which has been appropriately addressed in corresponding note forming part of accounts. 3. We also certify, that based on our knowledge and the information provided to us, there are no transactions entered into by the Company, which are fraudulent, illegal or violate the Company s code of conduct. Regarding Audit observation in para 5 (a), Company has already taken measure to set the things right. 4. The Company s other certifying officers and we are responsible for establishing and maintaining internal controls for financial reporting and procedures for the Company, and we have evaluated the effectiveness of the Company s internal controls and procedures pertaining to financial reporting. 34

35 5. The Company s other certifying officers and we have disclosed, based on our most recent evaluation, wherever applicable, to the Company s auditors and through them to the Audit Committee of the Company s Board of Directors: a. All significant deficiencies in the design or operation of internal controls, which we are aware and have taken steps to rectify these deficiencies; b. Significant changes in internal control over financial reporting during the year; c. Any fraud, which we have become aware of and that involves Management or other employees who have a significant role in the Company s internal control systems over financial reporting; Place : Kolkata Date : 6th August,2015 (Sunil Khetawat) Managing Director & CEO (Shyam Niyogi) CFO CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY I declare that all Board Members and Senior Management have affirmed compliance with the code of conduct for the financial year Place : Kolkata Date : 6th August,2015 (Sunil Khetawat) Managing Director & CEO 35

36 Details of Directorship in other Companies : Annexure 1. Name of the Director Status Directorship in Other Companies Committee Committee Member Chairmanship Sunil Khetawat MD & CEO BWL Industries (Pvt.) Ltd. - - BWL Cables (Pvt.) Ltd. - - Prabir Chaudhury Independent G.P.Tronics Ltd. - - Director Pulse Power Technologies- - - Pvt. Ltd. Sandeep Khetawat Whole Time BWL Industries (Pvt.) Ltd - - Malay Sengupta Executive BWL Cables (Pvt) Ltd - - Director Sulabh Sales Pvt. Ltd - - Independent Nil Director Bhubaneshwari Investment Pvt. Ltd - - Bhavin Polyplast Pvt. Ltd. - - Kumi Agro Industries Ltd. - - Remuneration Policy : 1. Objective: Annexure - 2 We design our Remuneration Policy to attract, motivate and retain the Directors, KMP and other employees who are the drivers of organization success and helps us to run the company successfully and to retain our industry competitiveness. Pay mix is designed to reflect the performance and is aligned to the long term interest of the shareholders. 2. Policy: Remuneration Design and mix a. Total fixed Pay: Enable us to attract, retain and develop the talent we need to succeed 1. Is competitive with leading companies where we recruit for talent. 2. Reinforces roles and accountabilities. 3. Is flexible and supportive of our organization s growth. 36

37 4. Is responsive to specific market pressures in terms of getting key talent from the market. 5. Provides salary management guidelines so that decisions are made with confidence, integrity, and speed. b. Short term Incentive Plans (one year): Create a process to effectively reward people for their contributions to the success of the Company in the short term 1. Utilizes Company, business unit/department and individual-based metrics based on the principle of line of sight and impact. 2. Is supported by clear, frequent communication and simple tools to administer. c. Long term Incentive Plans :Enable us to attract and retain key talent and create a process to effectively reward key talent for their contributions to the long term success of the Company 1. Utilizes Company and business unit/department based metrics which are necessary for long term business sustenance and share holder wealth creation. 2. Utilizes measures that are clear, strategically focused, and easily supported by our systems. 3. Provides suitable rewards to the performer, consistent with our strategy, and reinforce our culture. 4. Helps to make our pay competitive with leading companies where we recruit for talent. d. Benefits: Provide programs that meet people s needs and are cost effective and utilize innovative programs that make us distinctive as an organization 1. Be competitive with companies of our size and where we compete for talent. 2. Provide benefits that are truly meaningful to people, supported by highly effective communication and easy administrative support. 3. Provide benefits, services, or events that will make us distinctive in the marketplace and consistent with our culture and values. 4. Provide benefits that are cost effective from both an individual and a company perspective. e. Recognition: Utilize effective practices that are supported by innovative programs that reinforce our desired culture and make us a special place to work 1. Reinforces individual and teams behavior that makes us more competitive, efficient, and important to our customers. 2. To create more employee touch points and recognition on formal and informal basis. 3. Utilize a variety of programs, events, and activities that keep the process exciting. f. Annual Performance Linked Enhancement that recognizes the performance of the resource keeping in view the achievement of organizational goals & Departmental goals. g. Remuneration to Independent Directors: 37

38 1. Sitting Fee as approved by Board. 2. Travel Cost & other out of pocket expenses for attending the Board & Committee Meetings. Tools for an effective Remuneration Policy implementation: 1. Remuneration Benchmark studies 2. Compilation of Live data while recruiting talent 3. Talent attrition studies 4. Benchmarking with Best Industry Practices 5. Participation in various Forums. 38

39 To, The Members of BWL Limited Industrial Area, Bhilai Chattisgarh We have examined the compliance of conditions of Corporate governance by BWL Limited, for the year ended on as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchange(s). The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. Attention is invited to followings: 1. Representation of independent Directors falls short of essential stipulation laid down under listing agreement under subclause-49 concerning composition of remuneration committee. 2. Quarterly results have not been published in any news paper. There is also no practice of issuing public notice in any news paper intimating the date of board meeting for consideration of financial results. 3. The company has no secretary. Audit Committee meetings are conducted by CFO. 4. The Company is yet to lay down procedure of informing the board about risk assessment and minimization procedure. 5. No code of conduct was devised so far for prevention of insider trading. Subject to above in our opinion and to the best of our information and according to the explanations given to us we certify that the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. As per the records maintained by the company no investor s grievance is pending against the company at the year end. We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency of the effectiveness with which the management has conducted the affairs of the Company. For G. Basu & Co. Chartered Accountants R. No. : E (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) 39

40 Annexure [B] to Board s Report Information required under Section 197 of the Companies Act, 2 of Managerial Personnel) Rules, 2014 A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the financial year is as follows: Notes: Name of Director Total Ratio of remuneration of director Remuneration to (the `) Median remuneration Sunil Khetawat (Net of Remuneration waived Rs. 5,28,000/-) 2,18, Sandeep Khetawat (Net of Remuneration waived Rs. 4,85,760/-) 1,95, The remuneration to Directors does not include sitting fees paid to them for the financial year Median remuneration of the Company for all its employees is ` 2, 82,057 for the financial year B. Details of percentage increase in the remuneration of each year are as follows: (Amount in `) Name Remuneration (in Increase `) (%) Sunil Khetawat Managing Director & CEO 2,18,146 2,18,146 - Sandeep Khetawat Whole Time Director 1,95,618 1,95,618 - C. Percentage increase in the median remuneration of all employees in the financial year : Increase (`) (`) (%) Median remuneration of 2,82,057 2,79, all employees per annum 40

41 D. Number of permanent employees on the rolls of the company as on : Executive/Manager cadre 2 2 Staff 2 2 Operators/Workmen - - Total 4 4 E. Explanation on the increase in remuneration and Company Performance: (` in Rs) Increase in loss (%) Net Revenue from Operations Loss Before Tax and ( ) ( ) Exceptional Items Loss After Tax ( ) ( ) F. Comparison of the remuneration of the key managerial Personnel against the performance of the company: The remuneration of key Managerial Personnel increased by around 5 % in , where as the loss before Tax and Exceptional items increased by 32% in , compared to G. Details of share price and Market Capitalization: Though the shares of your company is Listed with BSE Limited but not traded during the year as such the data could not be furnished as required under Rule 5 (1) (VII) of the Companies (Appointment and Remuneration ) Rules H. Comparison of average percentage increased in salary of employees Other than the Key Managerial Personnel and the percentage increased in the Key Managerial Remuneration: (Amount in `) Increase % Average Salary of all employees (Other than Key Managerial Personnel) 1,88,275 1,93,016 (2.46) Key Managerial Personnel Salary of MD & CEO (Net of remuneration waived 2,18,146 2,18,146 - Rs. 5, 28,000/-) 41

42 Salary of Whole Time Executive Director 1,95,618 1,95,618 - (Net of remuneration waived Rs. 4,85,760/-) Salary of CFO 5,11,500 4,87, Note: Employee has been reappointed on Superannuation without future superannuation benefit during the year which resulted reduction in average salary of all employees other than Key Managerial personnel during the said year. I. Key parameters for any variable component of Remuneration Availed by the Directors: No variable component of Remuneration has been availed by the Directors. The Nomination and Remuneration Committee approves the compensation package of the Managing Director & CEO and Whole Time Executive Director. The committee ensures that the compensation package is in accordance with applicable Laws in line with the company s objectives, share holder s interest, and Industry standards and have an adequate balance between fixed and variable components. J. There are no employees of the Remuneration in excess of the highest paid / approved Remuneration of the Directors of the company. K. Affirmation: Pursuant to Rule 5 (1) (XII) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, it is affirmed that the Remuneration paid to the Directors, Key Managerial Personnel and Senior Management is as per the Remuneration policy of your company. 2 PARTICULRS OF EMPLOYEES: No one was employed during the whole or part of the year drawing remuneration attracting disclosure under Rule 5 (2) of the Companies (Appointment and Remuneration Of Managerial Personnel) Rules

43 Annexure [C] to Board s Report SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015 To The Members Industrial Area, Bhilai (C.G.) [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule of Managerial Personnel) Rules, 2014] 1. I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BWL Limited (hereinafter called the Company ). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. 2. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable to the Company during the Audit period) (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during the Audit Period); (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the Audit Period); (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 (Not applicable to the Company during the Audit Period); 43

44 (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period). 3. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India (Not notified during the Audit Period and hence not applicable). (ii) The Listing Agreement entered into by the Company with Stock Exchanges. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. 4. Qualified Opinion: i) Representation of Independent Directors falls short of essential stipulation laid down under section 178 (1) of the Companies Act,2013 and Listing Agreement under sub clause 49 concerning composition of nomination and Remuneration committee during the financial year However the same have been complied by inducting an Independent Director in the Board and Committee on the date of this report i.e ii) Quarterly Results have not been published in any news paper. There is also no practice of issuing public Notice in any News paper intimating the date of Board meetings for consideration of Financial Results. It has been explained by the management that in view of financial constraint of the company the above compliance have been discontinued. How ever the same is posted in the website of the company. iii) The company has no Secretary in terms of Section 203 (1) (ii) of the Companies Act, It has been explained and reported in the Minutes of the meeting of the Board of Directors that inspite of publication of advertisement in all India Edition of widely published in the English news paper only one person applied but not attended in the interview may be due to Sick status and suspension of production in the unit since the year As such Audit Committee meetings are conducted by CFO and Compliance Officer of the company. iv) During the financial year Women Director was not appointed by the company as required under section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment & Qualification) Rules 2014 within the stipulated time. How ever, necessary compliance has been made by the company on v) Annual Listing Fees (ALF) to BSE Ltd for the financial year has not been paid by the Company till the date of this Report. As explained by the Management that in view of Sick status of the Company coupled with financial constraints they have requested to the 44

45 appropriate authority for exempting the Company for payment of enhanced ALF which is still pending. 5. Based on my verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 ( Audit Period ) complied with the statutory provisions listed herein above and subject to Note no. 4 and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 6. I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has not complied with the following laws applicable specifically to the Company with the reason that the production in the Unit is completely suspended since July,2008 : The Environment (Protection) Act, 1986 and The Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989; Air (Prevention and Control of Pollution) Act, 1981 and Rules issued by the State Pollution Control Boards; and Water (Prevention and Control of Pollution) Act, 1974 and Rules issued by the State Pollution Control Boards. 7. I further report that- The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. 8. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. Place: Bhilai Date: 6th August, 2015 V. P. Mahipal & Co. Company Secretary CP-4111 V. P. Mahipal Company Secretary Proprietor FCS No

46 Annexure [D] to Board s Report Extract of Annual Return as on 31st March, 2015 Form No. MGT-9 [Pursuant to Section 92(3) of the Companies Act, 2013 and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS i) CIN L27105CT1971PLC ii) Registration 22 June 1971 Date Month Year iii) Name of the Company : BWL Limited iv) Category of the Company 1. Public Company 2. Private company Sub Category of the Company 1. Government Company 2. Small Company 3. One Person Company 4. Subsidiary of Foreign Company 5. NBFC 6. Guarantee Company 7. Limited by shares 8. Unlimited Company 9. Company having share capital 10. Company not having share capital 11. Company Registered under Section 8 Address of the Registered Office and Contact Details Address Town / City State Plot 6,7 & 8 Industrial Area, Bhilai Chhattisgarh Pin Code Country Name Country Code India IND Telephone with STD Area Code Number Fax Number + - Address 46 bwlltd14@gmail.com

47 Website, if any Name of the Police Station having jurisdiction where the Registered Office is situated Jamul, Bhilai vi) Whether shares Listed on Yes Stock Exchange(s) Details of the Stock Exchanges where shares are listed: Stock Exchange Name Code vii) Name and Address of Registrar (RTA) Company is maintaining share Transfer and other Related matter in- house as such, no Registrar (RTA) has been appointed by the company. BSE Limited (BSE) All the business activities contributing 10% or more of the total turnover of your company shall be stated: Name and Description of NIC Code of % to total the Product main products/services service /turnover of the company Steel Wires X % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES [No. of Companies for which information is being filled] Not Applicable IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage of Total Equity) A. Category-wise Shareholding: Category of No. of shares held at the No.beginning of shares held Change Shareholders at the of end of the year year % during the (As on ) (As on ) year Demat Physical Total % of Demat Physical total Total % of total shares shares A. Promoters 1) Indian a. Individuals/ HUF - 21,58,924 21,58, ,59,324 21,59, b. Central Govt c. State Govt.(s)

48 d. Bodies Corporate 8,32,285 8,32, ,32,285 8,32, e. Banks/FI f. Any other (specify) i. Trusts Sub-Total (A) (1) ,91, ) Foreign a. NRI Individuals b. Other Individuals c. Bodies Corporate d. Banks/ FI e. Any other (specify) Sub-Total (A) (2) Total Shareholding of Promoter(s) (A)=(A) (1) (A) (2)- 29,91,209 29,91, B Public Shareholding 1) Institutions a. Mutual Funds/ UTI b. Banks/ FI c. Central Govt d. State Govt.(s) e. Venture Capital Funds f. Insurance Companies g. FIIs h. Foreign Venture Capital Funds i. Others (specify) Sub-Total (B) (1) ) Non-Institutions a. Body Corporates i. Indian ii. Overseas b. Individuals i. Individual Shareholders holding nominal share capital upto ` 1 lakh ii. Individual Shareholders holding nominal share capital in excess of ` 1 lakh c. Others (specify) i. Non-Resident Indian

49 ii. Overseas Corporate Bodies iii. Foreign Nationals iv. Clearing Members v. Trust vi. Foreign Bodies Sub-Total (B) (2) Total Public Shareholding (B)=(B)(1)+(B)(2) C Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) B.Share Holding of Promoters Sl Share Holder s Name Share holding at the beginning of Share holding at the end of the year No the year (As on 01/04/2014) (As on 31/03/2015) No. % of Total % of Share No, % of Total % of Share % Change Share Share of the Pledged/ Share Share of the Pledged/ in Share Company Encumbered Company Encumbered holding during to Total Share to Total Share the year 1 Aekta Khetawat Stuti Khetawat Shreevardhan Khetawat Sandeep Khetawat (HUF) Sunil Khetawat & sons Renu Saraf H.P.Khetawat H.P. Khetawat (HUF) Shanti Devi Khetawat Sandeep Khetawat Shraddha Khetawat Sunil Khetawat Avani Khetawat Bhavin Polyplast Pvt Ltd Kumi Agro Inds. Ltd Sulabh Sales Pvt. Ltd Total

50 C. Change in Promoters Share Holding Sl Shareholding at the beginning of the year Cumulative Shareholding during the year No. (As on ) ( to ) No, of Share % of total share of No, of Share % of total share of the the company company 1 At the beginning of the year Add:-Share Purchase by Sandeep Khetawat from Rama Singhania on of 400 No, Equity Shares and his share Holding at the beginning of the year was and at the closing of the year was At the end of the year D. Share Holding Pattern of Top Ten Share Holders (other than Directors, and Promoters) This has been disclosed in the Corporate Governance Report under the broad head Distribution of Share Holdings. E. Share holding of Directors & Key Managerial Personnel : Sl. Name No. of Shares at the beginning % of share holdings No. On end of the year A. DIRECTORS Sunil Khetawat MD & CEO Sandeep Khetawat, WTD - Executive Director Add purchased during the year as detail in Sl. C above 400 At the end of the year Malay Sengupta, Independent Director Prabir Chaudhury, Independent Director Nil Nil B. KEY MANAGERIAL PERSONNEL : Shyam Niyogi,CFO

51 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/ Accrued and due and accrued but not due for payment: Indebtedness at the beginning of the financial Year (As on ) (` in Rs.) Secured Unsecured Deposits Total Loans Loans Indeb (excluding tedness deposits) i) Principal Amount _ ii) Interest due but not paid _ iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction (Repayment) Net Change Indebtedness at the end of the financial year (As on ) i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) NIL NIL Note : Your Company has submitted a Rehabilitation proposal to the Hon ble BIFR for conversion a part of Unsecured Loan amounting to Rs.3,40,61000/- in Equity and Write off the entire Interest Accrued and due amount of Rs. 33,95,487 to strengthen the net worth of your Company which is pending for approval before the Hon ble Members of the Bench. 51

52 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: I. (Amount in Rs `) Sr. Particulars of Remuneration Name of the No. Managing Director Sunil Khetawat 1. Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (Net of Salary waived Rs ) (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option - 3. Sweat Equity - 4. Commission - - as % of profit - 5. Others - Employer contribution to provident and other funds Total Ceiling as per the Act* * Remuneration paid to the Managing Director is within the ceiling provided under Section 197 of the Companies Act, II. Sr. Particulars of Remuneration Name of the No. Whole Time Executive Director Sendeep Khetawat 1. Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (Net of Salary waived amount of Rs ) (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Option 3. Sweat Equity 4. Commission - as % of profit 5. Others - Employer contribution to provident and other funds Total Ceiling as per the Act* * Remuneration paid to the Managing Director is within the ceiling provided under Section 197 of the Companies Act,

53 B. Remuneration to other Directors: Nil C. Remuneration to Key Managerial Personnel other than Md/Manager/Wtd: (Amount in `) Sr. Particulars of Remuneration Key Managerial Personnel No. Shyam Niyogi CFO 1. Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, (b) Value of perquisites u/s 17(2) Income-tax Act, (c) Profits in lieu of salary under Section 17(3) Income-tax Act, Stock Option 3. Sweat Equity 4. Commission as % of profit 5. Others - Contribution to Provident and other funds - Total VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (under the Companies Ac No penalties/punishment/compounding of offences were levied under the Companies Act,

54 Annexure [ E] to Board s Report FORM AOC 2 (Pursuant to Section 134(3)(h) of the Companies Act, 2013 read Form for disclosure of particulars of contracts/arrangements to in Section 188(1) of the Companies Act, 2013 including cert 1. Details of contracts or arrangements or transactions not at (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts / arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Justification for entering into such contracts or arrangements or transactions (f) date(s) of approval by the Board (g) Amount paid as advances, if any (h) Date on which the special resolution was passed (i) Amount paid as advances, if any (j) Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act, Details of material contracts or arrangement or transaction (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Date(s) of approval by the Board, if any (f) Amount paid as advances, if any NA NIL 54

55 ANNEXURE (F) TO BOARD S REPORT CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO Section 134 of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts ) Rules, CONSERVATION OF ENERGY: a) As suggested by petroleum Conservation Research Association (under the ministry of Petroleum and Natural Gas, Government of India) few modifications have been done in the Galvanizing Plant in earlier years. b) Additional investment and proposals, if any, for reducing consumption of energy: The company intend to make investment during the current financial year after restart of the unit as suggested by the energy auditor to reduce the energy consumption. c) Impact of measures at (a) & (b) above for reducing energy consumption and consequent impact on the cost of production of goods. The impact is expected during the current fiscal once the units restart. d) Total energy consumption per unit of production are given below :- A. POWER AND FUEL CONSUMPTION Electricity: a) Purchased Financial Year Financial Year Ended ended 31st March 31st March 2015 (Rs.) 2014 (Rs.) Unit (in KWH) Total Amount (Rs.in Lacs) Rate per Unit (in Rs.) b) Own generation: (I) Through Diesel Generator: Unit (in KWH) Unit generated/lr.of diesel Cost/Unit (in Rs.) (II) Furnace Oil: Quantity (in K.Ltr) 55

56 Total Amount (Rs.in Lacs) Average rate/k.ltr (in Rs.) B. CONSUPTION PER UNIT OF PRODUCTION: Steel Wire Division: As there was no production in the unit, the power has been consumed for lighting load of Administrative office and Factory shed. 2. TECHNOLOGY ABSORPTION: a) Benefit derived as a result of above R&D. The brightness in the finished wires have been improved. b) Future plan on R&D: R&D activities will be continued in the specific areas for production of various qualities of wire in wide range of Hardware Fixture required for installation of Optic Fibre Cable and Transmission Tower etc. c) Expenditure on R&D: NIL 3. FOREIGN EXCHANGE EARNINGS AND OUTGO: Earned Out go Rs. Nil Rs. Nil 56

57 AUDITOR S REPORT To, The Members of BWL Limited, 1. Report on the Financial Statements We have audited the accompanying Financial Statements of BWL Limited which comprise the Balance Sheet as at 31st March, 2015 and the Statement of Profit & Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. 2 Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 3. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by Company s Directors, as well as evaluating the overall presentation of the financial statements. 57

58 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. 4) Focus of emphasis: Without qualifying we refer to accounts of the company been compiled on the basis of going concern concept notwithstanding negative net worth, years of suspension of production in factory and reference of the company to BIFR with our consequent inability to comment on extent of adjustments that may be necessitated against assets and liabilities of the company if company ceases to continue as a going concern following adverse predicament. 5) Basis of Qualified Opinion Attention is invited to the followings:- a) Whole time directors remuneration has been approved by a remuneration committee where all three members are not non executive directors as required under LA 49 and Companies Act, 2013 b) Treatment of gratuity and leave salary are not inconformity with AS 15 (Revised), impact there in is not readily ascertainable. 6. Qualified Opinion: In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters qualified in 5 (b) above impact where of are not readily quantifiable, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in case of the Balance Sheet of the State of affairs of the company as at 31st March, 2015 ; b) in the case of Statement of Profit & Loss, of the Loss of the company for the year ended on that date. c) in the case of Cash Flow Statement, cash flow for the year ended on that date. 7. Report on Other Legal and Regulatory Requirements (1) As required by the Companies (Auditor s Report) Order, 2015 ( the Order ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable (2) As required by Section 143(3) of the Act, we report that: a We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. 58

59 c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. d. Except for the unascertainable effect of the matters described in para 5(b) of the basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting standards referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules e On the basis of the written representations received from the Directors as on 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a Director in terms of Section 164(2) of the Act. f With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best our information and according to the explanations given to us: I. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 17 and 29 to the financial statements. II. The Company does not have any long-term contract including derivative contract which may lead to any foreseeable loss. III. The Company does not have any amount outstanding, required to be transferred to investor education and protection fund. For G. Basu & Co. Chartered Accountants R. No. : E (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) 59

60 Annexure to the Auditor s Report as per Companies (Auditor s Report) Order, a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b. The fixed assets have been physically verified by the management at reasonable intervals. As informed no material discrepancies between book records and the physical inventories have been noticed on such verification. 2. a. The inventories have been physically verified at reasonable intervals during the year by management. b. The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. c. On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in books of accounts. 3. The Company has not granted any loans, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and on sale of goods and services. During the course of our audit no major weakness has been noticed in the internal controls. We have not observed any continuing failure on the part of the company to correct major weakness in internal control system. 5. The Company has not accepted any deposits from public. 6. Maintenance of cost records and accounts has not been prescribed by the Central Government under sub section (1) of Section148 of the Companies Act, a. According to information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable. b The dues on account on sales tax, Excise Duty, and Customs duty disputed by the company and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:- 60

61 Particulars Forum where Amount Dispute is pending (Rs.) Sales Tax High Court Chattisgarh 1, 73,01,956/- Board of Revenue 4, 47,80,231/- Addl. Commissioner 62,45,423/- Deputy Commissioner 1,18,140/- Excise Duty High Court Chattisgarh 8,73,013/- Customs Duty Commissioner 2,46,756/- Appellate Tribunal 3,33,963/- Income Tax High Court Chattisgarh /- Labour Tribunal Award High Court Chattisgarh /- c. According to information and explanations given to us, no amount are required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956)and rules made there under. 8. The Company has accumulated losses at the end of the financial year above its gross worth. The company has incurred cash losses in the financial year and in the immediately preceding financial year. 9. There are no dues towards any financial institution, bank or debenture holder. 10. The Company has not given any guarantee for loans taken by others from banks or financial institutions, 11. No term loans were obtained by the Company during the year No fraud has been noticed or reported on or by the company during the year. For G. Basu & Co. Chartered Accountants R. No. : E (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) 61

62 Regd. Office:- Industrial Area, Bhilai , (C.G) BALANCE SHEET AS AT 31st March, 2015 PARTICULARS NOTE AS AT AS AT NO March 31st 2015 MARCH 31ST 2014 Rs. Rs. Rs. Rs. (I) EQUITY AND LIABLITIES : 1 SHAREHOLDER S FUNDS (a) Equity Share Capital 3(1) 69,796,100 69,796,100 (b) Preference Share Capital 3(1) 23,403,550 23,403,550 93,199,650 93,199,650 (c) Reserve and Surplus 3(2) (117,208,421) (113,511,367) (24,008,771) (20,311,717) 2 NON CURRENT LIABLITIES : (a) Long Term Borrowings 3(3) 66,887,397 66,878,647 (b) Long Term Provisions 3(4) 32,087 29,769 66,919,484 66,908,416 3 CURRENT LIABILITIES (a) Trade Payable 1,378,969 2,259,790 (b) Other Current Liabilities 3(5) 3,594,864 3,588,130 (c) Short Term Provisions 3(6) 1,457,835 6,431,668 1,452,731 7,300,651 TOTAL :- 49,342,381 53,897,350 (II) ASSETS NON-CURRENT ASSETS 1 (a) Fixed Assets : (i) Tangible Assets 3(7) 5,033,597 6,492,804 (b) Long Term Loans & Advances 3(8) 641,185 1,149,667 2 Current Assets : (a) Inventories 3(9) 3,655,638 3,655,638 (b) Trade Receivables 3(10) - - (c) Cash and Cash eqivalents 3(11) 35,684,245 37,166,512 (d) Short term loans and advances 3(12) 4,171,716 5,284,315 (e) Other Current Assets 3(13) 156,000 43,667, ,414 46,254,879 TOTAL :- 49,342,381 53,897,350 In Terms of our Report of Even date For and on behalf of the Board For G. Basu & Co. Chartered Accountants SUNIL KHETAWAT Managing Director R. No. : E SANDEEP KHETAWAT Executive Director (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) SHYAM NIYOGI Chief Financial Officer 62

63 Regd. Office:- Industrial Area, Bhilai , (C.G) STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 PARTICULARS NOTE FOR THE YEAR FOR THE YEAR ENDED ENDED NO 31ST March ST MARCH 2014 Rs. Rs. (I) Revenue from Operation - - (II) Other Income 3(14) 2,663,113 2,951,414 (III) Total Revenue (I + II) 2,663,113 2,951,414 (IV) Expenses : Employees Benefit Expenses 3(15) 1,490,091 1,480,314 Finance Cost - - Depreciation and Amortization expenses 3(7) 435, ,925 Other Expenses 3(16) 3,410,869 3,072,264 Total Expenses 5,336,365 4,958,503 (V) Profit / (Loss) before exceptional and extra ordinary items and tax (III - IV) (2,673,252) (2,007,089) (VI) Exceptional Items - - (VII) Profit before extra ordinary items and tax (V - VI) (2,673,252) (2,007,089) (VIII) Extra Ordinary Items (IX) Profit / (Loss) before tax (VII - VIII) (2,673,252) (2,007,089) (X) Tax Expenses : (1) Current Tax ( 2 ) Deferred Tax (XI) Profit / (Loss) for the year from continuing operations (VII - VIII) (2,673,252) (2,007,089) (XII) Profit / (Loss) from discontinuing operation (XIII) Tax expenses of discontinuing operations (XIV) Profit / (Loss) from discontinuing operations (after tax) (XII - XIII) (XV) Profit / (Loss) for the year (XI + XIV) (2,673,252) (2,007,089) (XVI) Earing per share Basic & dilluted (without consideration of extra-ordinary items) (0.38) (0.29) Basic & dilluted (after consideration of extra-ordinary items) (0.38) (0.29) In Terms of our Report of Even date For and on behalf of the Board For G. Basu & Co. Chartered Accountants SUNIL KHETAWAT Managing Director R. No. : E SANDEEP KHETAWAT Executive Director (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) SHYAM NIYOGI Chief Financial Officer 63

64 Regd. Office:- Industrial Area, Bhilai , (C.G) CASH FLOW STATEMENT (INDIRECT METHOD) FOR THE YEAR ENDED 31ST MARCH, 2015 For the year For the year ended ended (Rs.) (Rs.) A. Cash Flow from Operating Activities : Net Profit/(Loss) before Tax & Extraordinary items (2,673,252) (2,007,089) Adjustment for - - Depreciation 435, ,925 Interst Income (2,663,113) (2,908,181) Profit on Sales of Tangible Fixed Assets/Discarded Assets - (43,233) (4,900,960) (4,552,578) Adjustment for Working Caital Movements : Trade & Other Receivables 1,098,850 (23,556) Trade and Other Payables (881,254) (485,696) Direct Taxes - Refund/(Paid) (4,683,364) 536,820 (5,061,830) (105,427) Operating Cash Flow : (4,146,544) (5,167,257) B. Cash Flow from Investing Activities : Interst Received 2,655,527 3,682,920 Investment made ( 3,52,51,000) - Proceeds from sale of Fixed Assets - 78,540 Net Cash Flow from investing Activities (3,25,95,473) 3,761,460 C. Cash Flow from Financing Activities : Receipt of Long Term Borrowings 95,000 3,174,620 Repayment of Long Term Borrowings (86,250) (3,175,620) Receipt of Short Term Borrowings - 4,200,000 Repayment of Short Term Borrowrings - (5,550,000) Net Cash Flow from Financing Activities : 8,750 (1,351,000) D Net increase/(decrease) in cash and cash Equivalents (A+B+C) (3,67,33,267) (2,756,797) E Opening cash and cash Equivalents 37,166,512 39,923,309 F Closing cash and cash Equivalents 4,33,245 37,166,512 Break-up of Cash and cash equivalent: Cash in hand Bank Balances In Terms of our Report of Even date For and on behalf of the Board For G. Basu & Co. Chartered Accountants SUNIL KHETAWAT Managing Director R. No. : E SANDEEP KHETAWAT Executive Director (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) SHYAM NIYOGI Chief Financial Officer 64

65 Regd. Office:- Industrial Area, Bhilai , (C.G) AS AT MARCH 31ST, 2015 AS AT MARCH 31ST, NOTES TO ACCOUNTS: Rs. Rs. Rs. Rs. SHARE HOLDERS FUND: 1. SHARE CAPITAL : Authorised : 1,20,00,000 Nos. Equity Shares of Rs.10 Each 120,000, ,000,000 30,00,000 Nos Zero Dividend Redeemable Preference Shares of Rs.10/- Each 30,000, ,000,000 30,000, ,000,000 (Previous year same) SHARES ISSUED, Subscribed & paid up : Issued : 70,56,200 Nos. Equity Shares of Rs.10 Each 70,562,000 70,562,000 23,50,050 Zero Dividend Redeemable Preference Shares of Rs.10/- Each 23,500,500 94,062,500 23,500,500 94,062,500 (Previous year same) Subscribed : 69,83,960 Nos Equity Shares of Rs.10 each fully paid up ,40,355 Nos. Zero Dividend Redeemable Preference Shares of Rs.10/- Each (Previous year same) Paid Up: 69,796,100 69,796,100 69,79,610 Nos Equity Shares of Rs.10 each fully paid up (Shares forfeited - 4,350 nos.(previous year-4350nos.} 23,40,355 Nos. Zero Dividend Redeemable Preference 23,403,550 23,403,550 Shares of Rs.10/- Each (Previous year same) (Repayable at the option of the company within a period not been after 18th November 2015) Total 93,199,650 93,199,650 65

66 Equity Peference Note :1) Reconciliation of the number of shares outstanding Number of shares at the beginning 6,979,610 6,979,610 2,340,355 2,340,355 Number of shares at the end 6,979,610 6,979,610 2,340,355 2,340,355 2) Share holders holding more than 5% stake No of Share/ % No of Share/ % No of Share/ % No of Share/ % H.P.Khetawat HUF Sulabh Sales Pvt. Ltd Stock holding corporation in India Anil Poddar Ltd ) Right, Preference, Repaybility & restriction, if any, on shares : A Voting Right : (i) (ii) Each equity share holders is entitled to voting right proportionate to his holding. Preference share holders are not ordinerily entitled to voting right unles any part of their dividend remain unpaid or agenda of voting relates to issues effecting their right. B. Other Right : Preference share holders are entitled to priority over equity share holders against the proceeds of realisation of assets under circumstances of liquidation of the company. C. Transferability : Shares of the company are ordinerily transferable provided : i) Instrument of transfer submitted to the company is as per format prescribed under the Act. ii) Company does not have any lien on shares under transfer. iii) Transferee conveys his consent within stipulated period of issuance of notice under section 56 (2) of Companies Act 2013 by the company pertaing to application of transfer of partly paid shares made by transferer. 2. RESERVES & SURPLUS : Capital Reserves: (as per last account) 251,662, ,662,747 Security Premium Reserves: (as per last account) 52,554,975 52,554,975 Forfeiture of shares (as per last account) 27,938 27,938 Forfeiture of Debenture (as per last account) 268, ,175 Investment Allowance Reserve (Utilised) (as per last account) 2,302,957 2,302,957 Surplus/(deficit) (as per last account) (420,328,159) (418,321,070) Add Depreciation charged to opening retain earning (1,023,802) - ( ) (418,321,070) Add /(Loss) for the year (2,673,252) (424,025,213) (2,007,089) (42,03,28,159) TOTAL ( ) ( ) 66

67 NON CURRENT LIABILITIES 66,887,397 66,878, LONG TERM BORROWINGS : Loans & Advances from Related Parties: (unsecured & interest free) 66,887,397 66,878,647 TOTAL Note:The above loans are subordinated and shall not be withdrawn during the rehabilitation period 4 LONG TERM PROVISIONS: Employees Benfit-Leave Encashment 32,087 29,769 32,087 29, CURRENT LIABILITIES: 5. Other Current Liablities : Interest accrued and due on unsecured loan from related parties: 3,395,487 3,395,487 Other Payable : Other Statutory dues 48,866 46,430 Advance From Customers 14,766 14,766 Others Short Term Provisions : - - 3,594,864 3,588,130 Employees Benefits - Leave encashment Provision Against disputed liabilittes 1,352,023 1,352,023 1,457,835 1,452,731 67

68 68 7. TANGIBLE FIXED ASSETS Regd.Office:- Industrial Area, Bhilai , (C.G) GROSS BLOCK DEPRECIATION NET BLOCK As at Addition Sale/ As at 31st As at Depreciation Depreciation Up to 31st As At 31st As At 31st 1st April 2014 through Adjustment March st April 2014 For the Charged with March 2015 March 2015 March 2014 During the acquisition During the Year Year Opening retain Year earning during (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) this Year (Rs.) (Rs.) (Rs.) (Rs.) Leasehold Land 48,386-48, ,386 48,386 Building 8,365,431-8,365,431 5,181, ,738 1,055,364 6,380,010 1,985,421 3,183,523 Plant & Equipment 45,338,175-45,338,175 42,892,850 89,208-42,982,058 2,356,117 2,445,325 Office Equipment 513,440 32, , ,979-30, ,751 27,302 25,461 Furniture & Fixture 922,671 32, , ,889 (62,334) 845,555 44,503 14,782 Vehicles 1,367,576-1,367, , , , , ,606 Weigh Bridge 154, , , ,704 7,721 7,721 TOTAL 56,710,104 32,613 32,613 56,710,104 50,217, ,405 1,023,802 51,676,507 5,033,597 6,492,804 Previous Year 57,416, ,416,245 50,482, ,925-50,888,134 6,729,554 - NOTE : i) ii) iii) Entire Building has been constructed on Leasehold Land. Leasehold Land relates to Acres of Land at plot No.6,7, & 8 of Industrial Area village Chhawni Bhilai Dist: Durg in the State of Chattisgarh taken as operating lease for a period of 99 years in the year of There are no other Fixed Assets in the company other than tangible fixed assets.

69 NON CURRENT ASSET : 8. LONG TERM LOANS & ADVANCES : UNSECURED - - Security Deposit (inculding Bank Deposit Rs.50,000/- - - P.Y. Rs /- pledged) Considered Good 419, ,033 Considered Doubtful 78,395-78, ,428 Less:Provision for Doubtful Deposit 78, , Advance payment of Income Tax 2,21,814 7,58,634 (Net of provision-nil,previous year-nil) 6,41,185 11,49,667 CURRENT ASSETS : 9. INVENTORIES : Raw Materials 1,957,196 1,957,196 Finished Goods 36,600 36,600 Stores & Spares (Net of Provision for slow 1,614,709 1,614,709 Moving Stores Rs /- Previous Year Rs ) Tools & Implements 40, Scrap 6, ,655, TRADE RECEIVABLES : Unsecured Debts outstanding for a period exceeding six months: - - Since due date of payment Considered doubtful 4,285,906-4,285,906-4,285,906 4,285,906 Less : Provisions for Doubtful debts 4,285,906-4,285, CASH & Bank Balances : Balances with Banks : 35,668,584 37,136,677 Cash in hand 15,661 29,835 35,684,245 37,166,512 NOTE : Balances with Banks include: Other Commitment ( lying with MPSEB as 200, ,000 Security Deposit in lieu of performance guarantee) Fixed deposits maturing after 3 months but before 1year

70 12. Short Term Loans & Advances :Unsecured Amount lying with Excise / Service Tax and Sales Tax authorities in Current Account(Considered good) Other Loan and Advances : Encashment of Bank Guarantees by customers under dispute(considered Doubtful) 2,523,704 2,523,704 Less : Provision for doubtful deposit 2,523,704-2,523,704 - Central Excise Duty paid under protest (Considered Good) Sales Tax paid under appeal (Considered Good) Advance payment of Income Tax (Considered Good) 1,453,850 1,453,850 (Net of provision-rs.nil,previous year-nil). Others (considered good) 624,983 1,479, Other Current Assets :(Unsecured & considered good) 4,171,716 5,284,315 Interest Accrued on Term Deposit 156, , , ,414 REVENUES: 14. Other Income Interest on: Terms Deposit 2,640,580 2,908,181 Advance Tax 22,533 - Profit of Sale of tangible Fixed Assets 43,233 2,663,113 2,951,414 EXPENSES : 15. Employees Benefit Expenses: Salary, Wages & Bonus 1,043,080 1,005,910 Controbution to Provident & Other Funds 159, ,470 Staff Welfare 287, ,934 1,490,091 1,480,314 70

71 16. OTHER EXPENSES : Auditor s Renumeration : i) Audit Fees 38,760 26,968 ii) other services 47,310 23,594 iii) reimbursement of expenses 23, ,599 23,536 74,098 Power and Fuel 504, ,213 Repairs & Maintenance : Plant & Machinery - - Building 14,734 43,622 Others 43,284 58,018 53,963 97,585 Rent 90, ,000 Rates & Taxes 13,050 19,770 Insurance 16,148 16,398 Legal & Professional Charges (including secretrial fee Rs.13680/-(previous year-nil 1,053,020 1,023,259 Printing & Stationary 47,403 53,421 Travelling & Conveyance 482, ,252 Misc. Others (including Security Charges Rs Previous Year Rs /-) 902, ,363 Postage & Telephone 133, ,905 TOTAL 3,410,869 3,072,264 71

72 Company information, significant accounting policies & notes to accounts: 1. Company Information: BWL Ltd was established in the year 1971 as a Public Limited Company It went for public in 1973 for the 1 st time.it further went for Public issue in the year Both the issues were success, application money being over subscribed. The company is engaged in producing Steel Wire. It opted for diversification by way of setting up its Optical Fibre Cable (OFCD) Division in Himachal Pradesh. However performance of OFCD did not come to the level of satisfaction due to general recession in the optical Fibre cable Industry in the Country. The unit was disposed of subsequently. Notwithstanding smooth passage the company enjoyed during first thirty five years of its life, its stability base commenced declining by late nineties and ultimately the company had been referred to BIFR in The existing lone plant of the unit engaged in producing Steel wire is under closure since The management aspires to revitalize the company in terms of its traditional footing for which it has already settled all dues to Banks and Financial Institution through one time settlement. The company s Scheme of Rehabilitation is pending approval of BIFR. 2. Significant accounting policies are as under: a) Basis of preparation of Financial Statement: The accounts have been prepared in accordance with Indian GAAP under historic cost convention on the assumption of going concern, GAAP enjoins adherences of mandatory accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006, guide lines issued by SEBI and specific provisions of Companies Act, 2013 on disclosure & accounting exigencies. To comply with GAAP, estimate and assumptions are made for factors affecting balances of year end assets and liabilities and disclosure of contingent liabilities. Such estimates change from time to time according to situation and appropriate changes are made with the knowledge of circumstances warranting such changes. Material changes are reported in notes to accounts including disclosures of financial impact there of. To cater to exigencies of schedule III, assets & liabilities had to be classified under current and non- current categories, identification of the former on the basis of assets & liabilities realizable or payable within normal operating cycle of the company or within a year. Remaining assets and liabilities have categorized as non current. b) Fixed Assets and Depreciation : Tangible Assets are stated at cost less depreciation. Cost include inward Freight, Duties (Net of Cenvat and value added tax), Taxes and expenses incidental to Acquisition and Installation. All Expenditure incurred for expansion, modernization and Development of Plant, Machinery and equipment are capitalised. Depreciation on Tangible assets have been provided for in accordance with Schedule-II of the Companies Act, No depreciation is provided on Lease- hold Land. Lease hold Land will be amortised in the year of expiry of lease period. 72

73 c) Impairment of Tangible Assets: 1) Assets are tested for impairment on the basis of cash generating unit (CGU) concept. Said assets are held in lower of recoverable value and carrying cost. Recoverable value is the higher of value in use and net selling price. Impairment loss be the excess of carrying cost over recoverable value. Recoverable value is arrived at on balance sheet dates for:- a) making provision against impairment loss, if any, or b) Reversing existing provision against impairment loss: 2) Impairment loss, when arises, is apportioned pro- rata on the various heads of tangible assets based on their WDV prior to providing for impairment loss. d) Inventories are valued at lower of cost and net realizable value. Cost comprises inward freight, duties (Net of cenvat and value added tax) taxes and are calculated in FIFO basis. Where necessary provision has been made for obsolete, slow moving and defective stocks. Cost of Finished goods includes cost of conversion and manufacturing overheads. The discarded assets are held at Scrap Value. Scraps are held at realizable value. e) Trade Receivable and Loans and advances: Trade Receivable and Loans and Advances are stated after making adequate provision for doubtful balance. f) Research and Development expenses Research and development cost are charged as expenses in the year in which they are incurred. g) Retirement Benefits: Company Contributes To Provident And Other Funds, Which Are Administered By Government And Such Contribution Are Charged Against Revenue Retirement Gratuity to Employees is Covered by Group Gratuity Scheme with the Life Insurance Corporation of India by way of payment against the scheme in terms of advice of LIC is charged off to Revenue. Leave Salary is accounted for on the accrual basis on the basis of methodical estimates under taken by the management. h) Recognition of Income And Expenditure : i) Sales Are Recognised In The Accounts On Passing Of Title To The Goods, I.E. Delivery As Per Terms of Sale. Sale Comprises Sale Of Goods And Services, Net of Trade Discount, Price Variation Bills have been accounted for in the year of receipt of approval from the customers. ii). All other Incomes and expenses are accounted for on accrual basis. I). Lease Rental: Lease Rentals in respect of Leased Assets (excluding land) under arrangement of operational lease have been charged as expenses in Profit & Loss accounts. 73

74 3. Notes to accounts : j) Provisions, contingent Liabilities & commitment and contingent Assets: Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if a) the company has a present obligation as a result of a past event, b) a probable outflow of resources is expected to settle the obligation and c) the amount of the obligation can be reliably estimated, Reimbursement expected in respect of expenditure required to settle a provision is recognized only when it is virtually certain that the reimbursement will be received. Contingent Liability & commitment is disclosed in the case of a present obligation arising from a past event, when the probable outflow of resources to settle the obligation cannot be determine with reasonable certainty. Contingent assets are neither recognized nor disclosed. Contingent liabilities and contingent assets are reviewed at each Balance Sheet date. k) Accounting policies not specifically referred to otherwise are consistent and in accordance with generally accepted accounting principle read with Accounting Standards mandat under section 133 of Companies Act, 2013 and in its absence by IAS. 17 Contingent Liabilities (Not provided for): I. Claim against the company disputed and not acknowledge as debt. As at 31 st March2015 As at 31 st March2014 RS RS a sales tax and entry tax 68,445,750 68,445,750 Income Tax Excise Duty Custom Duty d ESI Authorities 13,242,753 13,242,753 Labour Tribunal Award The company presumes remote possibility of out flow of cash in respect of above. 74

75 18. Following BIFR direction to Operating Agency (OA) to ensure conversion of unsecured loans (full or in part) in to equity shares and de rating of share capital, the company obtained share holder s approval by way of special resolution through postal ballot to the effect of de rating of equity and preference shares by 60% of corresponding face vale and issuance of equity shares face value in Rs.1/- per share against reduced value of relevant shares apart from converting unsecured loans of Rs.3,40,61,000/- in to equity shares of Rs.1/- each at per, application of both the resolutions being contingent upon BIFR S approval of company s scheme of rehabilitation. Pursuant to obtention of approval of members, the scheme has been revised in limited context of above by the OA who had forwarded the same to BIFR for approval. Subsequently BIFR has issued deficiency letter on scrutiny of DRS to IDBI (OA) with a copy to the company which has been replied by the company to OA with a copy to BIFR and the same is under examination by BIFR. 19. Information pursuant to AS-17 The company at present operate in one segment only (I,e, SWD) This rules out the cause of furnishing segment report under AS Related party disclosure in terms of AS-18: 1 There is no enterprise where control exists. 2 Other related parties in transaction with the company. a) Key management personnel : Shri Sunil Khetawat Whole time Director,& CEO, Shri Sandeep Khetawat Wholetime Director and Shri Shyam Niyogi CFO. b) Relatives of Key management personal (KMP): Shri H.P Khetawat, Smt. Shanti devi Khetawat, Smt. Shraddha Khetawat, Smt. Aekta Khetawat and Shri H.P.Khetawat (HUF), Sunil Khetawat (HUF), Sandeep Khetawat (HUF) c) List of enterprises where key management personnel or their relatives hold the office of KMP: M/S Kumi Agro Industries Ltd, BWL Industries (P) Ltd, Sulabh Sales Pvt. Ltd, and Bhubneswari Investment Pvt. Ltd, d) Entities under significant influence of KMP s H.P.Khetawat (HUF) e) Independent Directors: Prabir Chaudhury and Malay Sengupta 75

76 3 Details of Transactions with related parties: 21. Information pursuant to AS-18 Key Management Relatives of the key Enterprise where key Personnel/ management Personnel Management personnel of Independence their relatives hold the Director office of key management Current Previous Current Previous Current Previous Year Year Year Year Year Year Remuneration Paid Remuneration Waived 1,359,360 1,359,360 Receipt of Unsecured Loan Repayment of Unsecured Loan, Payable at year end: Remuneration Interest on Unsecured loan 79,604 79,604 1,045,652 1,045,652 2,270,231 2,270,231 Unsecured Loan 1,705,505 1,705,505 8,833,118 8,833,118 56,348, Note: Remuneration includes board/committee meetings fees paid to Independent Directors for Rs.60000/-(Previous years Rs.54000/-). No further amount has been paid to Independent Directors. 22 In absence of virtual certainty of future taxable profit to realize deferred tax assets accrued till date on account of unabsorbed loss & unabsorbed depreciation, no deferred tax asset has been recognized as a measure of prudence as laid down under para 19 of AS-22. This also contributed to ignoring AS-22 in its totality. 23 Impairment of Fixed Assets:- Test of impairment undertaken in recent past revealed recoverable value of the CGW under net selling price method significantly higher than carrying cost, of fixed assets. As such no impairment provision is called for. 24 The workforce of the Company is meager six including two whole time directors who have been waiving their substantial remuneration. Gratuity liability paid as per the advice of LIC for Annual Premium amounts to Rs.Nil only (previous year Rs.4950/ ) Liability on account of Leave Salary amount to mere Rs.7412/- (previous year Rs.5630/-) for the year according to management estimate based on all employees retiring on Balance Sheet date. Ascertainment of Liability as laid down under AS-15 (revised) involves considerable cost which is difficult for this company to withstand. In view of this the company has accounted for these liabilities as per accounting policy No. 2A(g), It may be mentioned here in that under any circumstances existing book liability towards leave salary is bound to be higher than actuarial computation. 25 Depending on disclosure mandated for entities under MSMED Act,2006 to reveal their 76

77 identity in correspondences, bills & challan etc, no transaction is observed to have been entered into by the company during the year with any party belonging to micro and small category under MSMED Act, The Company has no Bank or Institutional borrowings. Lion s share of borrowing relates to sources of promoters which are of the nature of quasi capital. It has been already stated in appropriate note that major part of quasi capital is poised for conversion in to equity shares so as to render net worth positive. Beside the management aspires to revitalise the unit by implementation of package under consideration of BIFR. These are raison d être of going concern assumption guiding accounting policies. 27 Notwithstanding serious fund constraint, the company subsequent to the end of financial year has appointed one woman Independent Director as an additional Director who has also been inducted as a member of the Nomination and Remuneration Committee as to conform to requirements of clause-49 of LA and section 149,177 and 178 of the Companies Act, Change in treatment of depreciation: Pursuant to the enactment of Companies Act 2013, the Company has applied depreciation based on estimated useful lives of tangible fixed assets as specified in Schedule II., According to said schedule, over- aged assets under new dispensation, net off which residual values as at 1 st April,2014, amounting to Rs /- have been charged off directly by adding to deficit forming part of Reserve and Surplus In the balance sheet. Application of depreciation on carrying cost of remaining assets in terms of revised life span stipulated under Schedule II of Companies Act,2013 led to increase in depreciation and loss of the year by Rs.44147/-each. 29 Information (Pursuant to AS-29): Brief particulars of provision on disputed liabilities (Provided for): Nature of liabilities; Income Tax Particulars of Dispute: Interpretation of Section 80 within the meaning of contemporary Income Tax Act,1961 for Assessment year Opening provision: Rs /- Provision made during the year: Nil Provision adjusted during the year: NIL Closing provision: Rs /- Note: There will be no outflow of fund against crystallisation of above liability pending before High Court, as payment has already been made and appearing in loans and advances. 77

78 30 Computation of Earning per Share: a) After consideration of extra-ordinary item: Current year Previous year Net Loss as per statement of profit and loss account No. of Equity Shares Earning per Share (0.38) (0.29) b) Before consideration of extra ordinary item: Net Loss as per statement of profit and loss account Less: Extra ordinary item on account of Depreciation Net Loss after consideration of extra ordinary item: No. of Equity Shares Earning per Share (0.38) (0.29) 31 Figures for the previous year have been regrouped and rearranged wherever necessary. In Terms of our Report of Even date For G. Basu & Co. Chartered Accountants R. No. : E (J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No ) SUNIL KHETAWAT SANDEEP KHETAWAT SHYAM NIYOGI For and on behalf of the Board Managing Director Executive Director Chief Financial Officer 78

79 BWL LTD. Corporate Identity Number : L27105CT1971PLC Regd. Office: Industrial Area Bhilai (C.G) Mobile No : Website: bwlltd14@gmail.com FORM NO. MGT - 11 PROXY FORM [Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 a Administration) Rules, 2014] FORTY THIRD ANNUAL GENERAL MEETING SEPTEMBER 30, 2015 Name of the Member(s): Registered Address : ID Folio No./ Client ID: DP ID: I / We being the Member(s) of equity shares of Rs. 1. Name: Id Address: Signature: or failing him 2. Name: Id Address: Signature: or failing him 3. Name: Id Address: Signature: or failing him as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 43rd Annual General Meeting of the Company to be held on Wednesday, September, 30, 2015 at 4.30 p.m. at Steel Club, Sector-8, Bhilai (Chhattisgarh) India and at any adjournment(s) thereof, in respect of such resolution as are indicated below ORDINARY BUSINESS: 1. To consider and adopt the accounts of the company for the financial year ended 31st March, 2015 and the report of the Board of Directors and Auditors thereon. 2. To appoint Auditors and to fix their remuneration. SPECIAL BUSINESS: 3. Re-appointment of Shri Sunil Khetawat (DIN : ) as Managing Director & Chief Executive Officer and with Remuneration payable to him. 4. Re-appointment of Shri Sandeep Khetawat (DIN : ) as Executive Director and with Remuneration payable to him. 5. To appoint Mrs. Shahin Basu Majumdar (DIN : ) as an Independent Director. Signed: this day of 2015 Signature of Member(s): ] Signature of the Proxy holder(s): Affix Revenue Stamp Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

80 BOARD OF DIRECTORS Shri Sunil Khetawat - Chairman & Managing Director Shri Sandeep Khetawat - Executive Director Shri Prabir Choudhury - Director (Independent) Shri Malay Sen Gupta - Director (Independent) Mrs. Shahin Basu Majumdar - Additional Director (Independent) AUDITORS : SOLICITORS : M/s. G. Basu & Co. O.P. Khaitan & Co., New Delhi Chartered Accountants R. Ginodia & Co., Kolkata REGISTERED OFFICE : BANKERS : Industrial Estate, Bhilai State Bank of India Chhattisgarh (India) ICICI Bank Punjab National Bank Allahabad Bank Bank of India ADMINISTRATIVE OFFICE : Industrial Estate, Bhilai Chhattisgarh (India) WORKS : Industrial Estate, Bhilai Chhattisgarh (India) BRANCH : KOLKATA : B-Block, Opp. Trivoli Court, 67-C, Ballygunj, Circular Road, Kolkata CONTENTS : PAGE Notice of Annual General Meeting... 1 DELHI : Board s Report /2, Hari Nagar Ashram New Delhi Anexure s to the Board Report 12 Auditor s Report Balance Sheet Statement of Profit & Loss A/c Cash Flow Statement Notes on Accounts... 72

81 B WL L I M I T E D 43rd Annual Report For the Financial Year Ended 31st March 2015

82 BOOK POST Printed Matter To If undelivered, please return to : Industrial Area, Bhilai (Chhattisgarh) India

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