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Bombay Wire Ropes Ltd.

BSE: 504648 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE089T01023
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Bombay Wire Ropes Ltd. (BOMBAYWIRE) - Director Report

Company director report

To the Members

The Directors of the Company are pleased to present the 55th Annual Reportof the Company along with the Audited Financial Statements for the Financial Year ended 31stMarch 2016.

FINANCIAL RESULTS

(Figures in Rupees Lacs)

Particulars For the year ended 31st March 2016 For the year ended 31st March 2015
Profit/ (Loss) before Tax (38.23) (11.11)
Income Tax for earlier years (20.90) (15.13)
Provision for Tax - -
Balance carried to Balance Sheet (59.13) (26.24)

OPERATIONS

The Board of the Company is in the process of evaluating alternative businessopportunities which the Company may choose to enter into in the future.

DIVIDEND

The Board of Directors do not recommend declaration of any dividend.

SHARE CAPITAL

The paid up equity share capital as at March 31 2016 stood at Rs. 5.40 lacs. Duringthe year under review the Company has not issued any shares including shares withdifferential voting rights nor has granted any employee stock options or sweat equityshares nor does it have any scheme to fund its employees to purchase the shares of theCompany. As on March 31 2016 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

The Company has sub-divided the equity shares of Rs. 10/- into equity shares of Rs. 1/-each through Ballot process and consequential alterations in Memorandum and Articles ofAssociation of the Company during the year.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on a historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the state of affairs profits and cash flows of the Company for the year endedMarch 31 2016.

There is no audit qualification in respect of the standalone financial statements bythe statutory auditors for the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility does not apply to theCompany.

CORPORATE GOVERNANCE

Pursuant to the provisions of clause 49 of the Listing agreement read with Circular no.CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014 Corporate Governance is not applicable sincethe Company's paid up equity share capital in below 10 crores and its Net worth is below25 crores on the last day of the previous Financial Year.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure 11A" to this Report.

DIRECTORS

Appointment of Directors

Shri Satyanarain Agarwal (DIN 02402089) and Shri Vinodkumar Lohia (DIN 01509730) wereappointed as Additional Directors of the Company with effect from 8th March2016. Necessary resolutions for their reappointment is placed before the shareholders forapproval.

Shri Kashina th Rajgaria (DIN 00299749) Director retires by rotation and beingeligible offers himself for reappointment.

Policy on appointment and remuneration of Directors Criteria for appointment ofIndependent Directors

With the coming into force of the Companies Act 2013 the Board on the recommendationof the Nomination and Remuneration Committee appoints independent directors who are ofhigh integrity and with relevant expertise and experience in the fields of manufacturingmarketing finance taxation law governance and/or general management so as to have adiverse Board.

Criteria for appointment of Whole Time Directors

The Nomination and Remuneration Committee identifies persons of integrity who possessrelevant expertise and experience as well as leadership qualities for such position andtakes into consideration recommendations if any received from any member of the Board inthis regard.

Declaration from Independent Directors

Each independent director has given a declaration that he/ she meets the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualdirectors the Board as a whole and also the secretarial department. Based on the saidcriteria the exercise of evaluation is carried out through a structured process coveringvarious aspects of the functioning of the Board such as the composition of the Board andCommittees experience & expertise performance of specific duties and obligationsgovernance & compliance issues attendance contribution at meetings etc. Theperformance evaluation of the non independent directors was carried out by an independentdirector at a separately convened meeting in which the performance of the Board as a wholewas also evaluated and the performance of the secretarial department was also reviewed.The performance of the independent directors has been carried out by the entire Board(excluding the director being evaluated).

NUMBER OF MEETINGS OF THE BOARD

Ten (10) Board Meetings were convened and held during the year. The Board hasconstituted an Audit Committee. There has not been any instance during the year where arecommendation of the Audit Committee was not accepted by the Board. The interval betweentwo meetings has been well within the maximum period mentioned under section 173 of theCompanies Act 2013.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Committee of Directors (Stakeholders' Relationship Committee)

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Kay Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the financial statements.

FIXED DEPOSITS

The Company has not accepted any public deposits during the financial period underreview.

INSURANCE

The properties of the Company have been adequately insured.

HUMAN RESOURCES

The Company treats its human resources as an important asset and believes in itscontribution to the all round growth of your Company. Your Company takes steps from timeto time to upgrade and enhance the quality of this asset and strives to maintain it inagile and responsive form. Your Company is an equal opportunity employer and practicesfair employment policies. Your Company is confident that its human capital willeffectively contribute to the long term value enhancement of the organization.

Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Companies Act 2013 readwith rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided upon request in terms ofsection 136 of the Act. This Report is being sent to all the shareholders of the Companyand others entitled thereto excluding such information. The said information is availablefor inspection by the members at the registered office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.Members interested in obtaining a copy thereof may write to the Company in this regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business and were in compliance withthe applicable provisions of the Companies Act 2013. No material related partytransactions were entered into during the year by your Company. Accordingly disclosure ofrelated party transactions as required under Section 134(3) (h) of the Companies Act 2013in Form AOC 2 is not applicable.

Details of the transactions with related parties are provided in Note no. 20.3 of theaccompanying financial statements.

SEGMENT WISE RESULTS

AS-17 issued by the Institute of Chartered Accountants of India is not applicable tothe Company since its turnover for the immediately preceding accounting period on thebasis of the audited financial statements does not exceed Rs. 50 crores.

RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company and anassessment of the same is periodically carried out by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated under Section 134(3) (c) of the Companies Act 2013 your directorsconfirm as under

i) that in the preparation of the accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii) that the directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the directors have prepared the accounts for the financial year on a goingconcern basis.

v) that the directors have laid down internal financial controls which are adequate andwere operating effectively.

vi) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS:

a. Statutory Auditors

In the last AGM held on 29th September 2015 M/s. Singhi & Co.Chartered Accountants had been appointed as Statutory Auditors of the Company for aperiod of l(one) year. A resolution for the ratification of their appointment to holdoffice from the conclusion of this AGM till the conclusion of the next AGM is being placedbefore the members of the Company at the incoming AGM. As required under section 139 ofthe Companies Act 2013 the Company has obtained written confirmation from M/s. Singhi& Co. that their appointment if made would be in conformity with the limitsspecified in

the said section. Members are requested to ratify their appointment as StatutoryAuditors and fix their remuneration. The Report of the Statutory Auditors forms a part ofthe Annual Report. The observations made in the Auditors' Report are self explanatory anddo not call for any further comments.

b. Cost Auditors

Cost Audit is not applicable to the Company for the financial year 2016-17 as per theprovisions of section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014 framedthereunder as well as the Cost Audit Orders issued from time to time.

c. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014Secretarial Audit Report is annexed herewith as Annexure "C" to this report.

The Auditors' Report for the financial year ended 31st March 2016 does notcontain any qualification reservation adverse remarks or disclaimer.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the internal Audit function reports to the Chairman of the Audit Committee.

INDUSTRIAL RELATIONS

Industrial relations with staff and workmen during the year under review remainedcordial.

REVOCATION OF SUSPENSION IN TRADING

The Company's equity shares are listed with Bombay Stock Exchange (BSE). The trading inshares were suspended for quite some period. During the year the Company started theprocedure for revocation and the in-principal approval has been received from BSE.Remaining formalities are being attended. The Company is hopeful to get final approval fortrading of Company's equity shares during the year. As required by BSE for finalrevocation the promoters' shares have been locked-in upto 31st October 2016.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure "B" tothis Report.

ACKNOWLEDGEMENT

Your directors wish to thank all the employees of the Company for their dedicatedservice during the year. They would also like to place on record their appreciation forthe continued support received by the Company during the year from all its otherstakeholders.

By Order of the Board of Directors
For BOMBAY WIRE ROPES LIMITED
Mumbai the 11th August 2016
Registered Office:
401/405 Jolly Bhavan No. 1 Rap Kumar Jhunjhunwala Dr. Anurag Kanoria
4th Floor 10 New Marine Lines Wholetime Director Director
Mumbai - 400 020. DIN: 01527573 DIN: 00200630

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