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BWL Ltd.

BSE: 504643 Sector: Engineering
NSE: N.A. ISIN Code: N.A.
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BWL Ltd. (BWL) - Director Report

Company director report

Dear Members

Your Directors hereby present the 45th Annual Report of your Company for the financialyear ended 31st March 2017.

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March 2017 issummarized below:

Financial year Ended 31st March 2017(Rs.) Financial year ended 31st March 2016 (Rs.)
Turn Over
- Profit / (Loss) before interest Depreciation & Taxes (4410230) (2443916)
Add: Depreciation 344719 462002
Profit / (Loss) for the year (4754949) (2905918)
Balance Brought forward from last year (426931131) (424025213)
(Loss) carried to Balance Sheet (431686080) (426931131)

2. DIVIDEND:

In view of accumulated loss your Directors regret their inability to recommend anydividend.

3 OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Pursuant to Repeal of SICA giving way to NCLT under Companies Act 2013 govern byInsolvency and Bankruptcy Code 2016 the company without being assisted by any bank orInstitutional sources of finance came out of BIFR. The existing members of the Board areengaged in drawing rehabilitation strategy for the company so as to revitalize itsexisting fixed capital outlet with or without diversification of product range.

The para hardly calls for addressal considering prolonged closure of the unit.

4. DISCLOSURES:

Related Party Transactions including those covered u/s 188 (1) of Companies Act 2013

There was no related party transaction during the year within the meaning of Section188 (1) of Companies Act 2013. The Company has formulated a Policy on materiality ofRelated Party Transactions and other parapharnarials while dealing in Related PartyTransactions in accordance with relevant provisions of Companies Act 2013 and Clause 49of the erst while

Listing Agreement and Regulation 29 of SEBI (Listing Obligations & Disclosurerequirements ) Regulations 2015( herein after referred as SEBI Regulations 2015 )which have been put in the Company's website www.bhilaiwire.com

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 andcommercial and other transactions with the company if any. where they have personalinterest stating that the said dealings and transactions if any had no potentialconflict with the interest of the Company at large.

The material financial and commercial transactions where Key Managerial Personnel havepersonal interest forms part of the disclosure on related parties referred to in Notes toAnnual 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 Instituteof Chartered Accountants of India (ICAI) in preparation of its financial statements exceptfor two treatments reasons there - of have been explained in Note 25 and 30 of thefinancial statements.

Details of non-compliance by the Company

BWL has generally complied with all the requirements of regulatory authorities. Nopenalties/ strictures were imposed on the Company by Stock Exchanges or SEBI or anyStatutory Authority on any matter related to capital market during the last three years.However during the financial year 2015-16 BSE Limited imposed penalty for delayed thesubmission of Audited Financial Result for the year ended 31st March 2015 . Company hasapplied for waiver of penalty amount on the ground of its Sick Status which is pendingbefore the appropriate Forum.

Code for Prevention of Insider-Trading Practices

In compliance with the SEBI regulations for Insider Trading and the provisions ofCompanies Act 2013 the Company has in place a comprehensive Code of Conduct forPrevention of Insider Trading for its management and staff. The Code lays down guidelinesadvising them on procedures to be followed and disclosures to be made while dealing withthe shares of BWL and cautioning them of the consequences of violations. The CFO has beenappointed as the Compliance Officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading anda Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation in accordance with SEBI (Prohibition of Insider Trading) Regulations 2015which has been effective from 15th May 2015.

Whistle-Blower Policy / Vigil Mechanism

BWL has established a forum of Vigil Mechanism headed by the Chairman of AuditCommittee on 6th August 2015 which Directors employees business associates may reportunethical behaviour malpractices wrongful conduct fraud violation of Company's code ofconduct without fear of reprisal through direct Touch initiative. All Directorsemployees business associates have been enabled to have direct access to the Chairman ofthe Audit Committee. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concernsabout unethical behaviour malpractice wrongful conduct actual or suspected fraud orviolation 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 themechanism. It reviews the status of complaints received under this policy on a quarterlybasis. The Committee has in its Report affirmed that no person has been denied access tothe Audit Committee.

CEO/ CFO certification

The CEO and CFO certification on the financial statements and the cash flow statementfor the year is placed at the end of this Report.

Legal Compliance Reporting

The Board of Directors reviews in detail on a quarterly basis the report ofcompliance with respect to all applicable laws and regulations. Any non-compliance istaken up by the Board with utmost business fixation of accountability and reporting ofsteps taken for rectification of non-compliance.

5. PUBLIC DEPOSIT: Not applicable

6. DIRECTORS:

There is no change in the director and Key managerial personnel during the year.

7. BUSINESS RESPONSIBILITY REPORT: Not applicable

8. INDUSTRIAL RELATION:

Industrial relations remain more or less cordial during the year.

9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND PARTICULARS OF EMPLOYEES

Please refer Annexure (A) to this Report.

10. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Board of Directors upon recommendation of Nomination and Remuneration Committee haslaid down the criteria for performance evaluation of Board of the Company its Committeesand the individual Board members including Independent Directors.

Performance of each Independent Director is subject to evaluation by the entire Boardexcluding the Director being evaluated.

Performance evaluation by the Board in terms of criteria laid down is the determiningfactor of extending continuing discontinuing and revisioning terms of appointment of adirector after expiry of his term.

11. NUMBER OF MEETINGS OF THE BOARD

4 (Four)

12. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued there under as well as Clause49 of the earst while 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 March2017 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and of the profitand loss of the Company for the financial year ended 31st March 2017;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a ‘going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein 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 yourCompany are not eligible for re-appointment accordingly submitted their resignation inaccordance with section 139(2) of the Companies Act 2013read with Rule 6 of theCompanies(Audit and Auditors) Rules 2014 Your Company has received written consent and acertificate from M/S Basu Chanchani & Deb Chartered Accountants stating that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and that the appointment if made shall be inaccordance with the applicable provisions of the Companies Act 2013 and rules issuedthere under. As required under Regulations 33 (d) of SEBI Regulations 2015 M/s. BasuChanchani & Deb Chartered Accountants have also confirmed that they hold a validcertificate issued by the Peer Review Board of ICAI.

The Audit Committee and the Board of Directors recommended the appointment of M/s .BasuChanchani & Deb Chartered Accountants as the Auditors of your Company commencing fromthe Financial year 2017-18 till conclusion of the next Five AGM.

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

Secretarial Audit:

Pooja Agarwal Practising Company Secretary has conducted the Secretarial Audit ofyour Company for the year 2016-17. The Secretarial Audit Report is annexed herewith as "Annexure

- [B]" to this Report. The observations of the Auditors and further commentsthereon will be found self explanatory.

15. EXTRACT OF ANNUAL RETURN:

Pease refer Annexure [C] to this Report.

16. RELATED PARTY TRANSACTIONS:

The details of related party transactions as required under Accounting Standard -18 areset 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 readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is set out as Annexure (D) to thisReport.

17. LOANS AND INVESTMENTS:

Not applicable.

18. RISK MANAGEMENT:

The Risk Management Committee constituted on 6th August2015 and the role of thecommittee is as under :

1. Preparation of Risk Management Plan reviewing and monitoring the same on regularbasis.

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 globalcontext with propersity to aggravate risk factors.

5. To review critical risks identified by Joint Chief Risk Officer(s) and ManagementCommittee on quarterly basis.

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 orprescribed fit by the Board.

19. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING AND OUT GO:

Please refer Annexure [E] to this Report.

21. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

Nil

22. Details in respect of adequacy of internal financial control (IFC) with referenceto the financial statements ( Rule 8 (5) (viii) of Companies (Accounts) Rules 2014)

Despite meagre activity level due to prolonged suspension of work IFC mechanism issound enough to ensure true and fairness of financial statements. In limited contextCompany's functioning .

Details of control mechanism in existence include :

a) Periodic physical verification of Fixed Assets and comparison there of with bookrecords at least once in a year :

b) Periodic physical verification of inventories at least once in a year and comparisonthere of with book records.

c) Quarterly physical verification of cash d) Keeping Bank Reconciliation statement upto date on monthly basis e) Keeping accounts up to date on regular basis f) Timely paymentof all statutory dues without default g) Regular assessment of Risk factors on possiblecrystallisation of liabilities under dispute by way of consultation with concerned legalPractitioners

h) Restricting issuance of Cheque under joint authority of whole Time Director and CFO.

i) Compliance of all formalities laid down under Companies Act and Listing Obligationswithout any default.

j) Ensuring proper Security arrangement for safe - guarding the assets and regularinspection by WTD (also a qualified engineer) of Assets to take measure against possibledetoriation in their operability.

True that control matrix's could not be developed to plug every loopholes which isattributed to dismal financial standing of the company.

k) Gearing up financial control through cost curtailment measure which includessacrifice of lion's share of eligible remuneration on the part of whole time directors fora substantial part of the Financial year.

23. Risk Management Policy - Development & Identification of Risk that mayJeopardise Company's existence (134 (3) (N) )

a) Statutory Liabilities in dispute as referred to in financial statement :

Legal opinions are in favour of practically absence of any Risk on account of vexatiousgrounds of rising of demands by the directorate. As such same do not deserve to bereckoned as genuine in risk factor as per opinion of the management.

b) Comprehensive Business Continuity Plan ((CBCP) and Disaster Recovery Plan (DRP) :

i) CBCP

True that due to prolong closure market contract has suffered to some extend .However years old track record of the Company read with absence of not many similar Unitcoming up within interim period establishing the company's market in terms of it's former– self is likely to meet any serious challenge.

However foundation of such plan in comprehensive contest is awaited.

ii) DRP

Issues which may prove disasters to the destiny of Company include Govt. Policy Technological metamorphosis cyber risk.

Not with standing absence of any definite remedy plan on aforesaid risk predicamentsthe company is trying to save it's existing fund base adjust with new dispensation in daysahead.

However cyber protection measure is costly a device to initiate at this point offinancial standing of the Company

24. APPRECIATION:

Your Directors express their appreciation for support extended by the employeescustomers vendors and other agencies. The members wish to place on record their sincereappreciation for the wise council guidance and cooperation extended by all .The Boardexpress as thanks and gratitude to share holders for their continued confidence reposed onthe management.

For and on behalf of the Board
(SUNIL KHETAWAT)
Managing Director
Place: Kolkata
Date:29th May 2017

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE COMPANY

We Sunil Khetawat Chief Executive Officer and Shyam Niyogi Chief Financial Officerof 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 theCompany for the year ended March 31 2017.

2. To the best of our knowledge and information:

a. These statements do not contain any materially untrue statement or omit to state amaterial fact or contains statement that might be misleading;

b. These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards applicable laws and regulationsexcept for accountable of gratuity & leave Salary refer to in Item 5 of AuditorsReport which has been appropriately addressed in corresponding note forming part ofaccounts.

3. We also certify that based on our knowledge and the information provided to usthere are no transactions entered into by the Company which are fraudulent illegal orviolate the Company's code of conduct.

4. The Company's other certifying officers and we are responsible for establishing andmaintaining internal controls for financial reporting and procedures for the Company andwe have evaluated the effectiveness of the Company's internal controls and procedurespertaining to financial reporting.

5. The Company's other certifying officers and we have disclosed based on ourmost recent evaluation wherever applicable to the Company's auditors and through them tothe Audit Committee of the Company's Board of Directors:

a. All significant deficiencies in the design or operation of internal controls whichwe 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 otheremployees who have a significant role in the Company's internal control systems overfinancial reporting;

(Shyam Niyogi)
CFO
(Sunil Khetawat)
Managing Director & CEO
Place : Kolkata
Date : 29th May2017

CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY

I declare that all Board Members and Senior Management have affirmed compliance withthe code of conduct for the financial year 2016-17.

(Sunil Khetawat)

Managing Director & CEO

Place : Kolkata

Date : 29th May2017

Annexure [A] to Board's Report

Information required under Section 197 of the Companies Act 2013 read with Rule 5 ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the financial year 2016-17 is as follows:

Name of Director Total Ratio of remuneration of director Remuneration to (the) Median remuneration
(Rs)
Sunil Khetawat (Net of Remuneration waived Rs. 590000/-) 345405 106.64
Sandeep Khetawat (Net of Remuneration waived Rs. 542800/-) 317928 98.15

Notes:

1. The remuneration to Directors does not include sitting fees paid to them for thefinancial year 2016-17.

2. Median remuneration of the Company for all its employees is Rs. 323856 for thefinancial year 2016-17.

B. Details of percentage increase in the remuneration of each year 2016-17 are asfollows:

(Amount in Rs‘)
Name Remuneration (in Increase ) (%)
2016- 17 2015-16
Sunil Khetawat Managing Director & CEO 345405 228146 51.38
Sandeep Khetawat Whole Time Director 317928 195618 62.52-

C. Percentage increase in the median remuneration of all employees in the financialyear 2015-16 :

2016-17 2015-16 Increase
(‘Rs) (Rs) (%)
Median remuneration of 323856 284106 13.92
all employees per annum

D. Number of permanent employees on the rolls of the company as on 31.03.2017:

2016-17 2015-16
Executive/Manager cadre 2 2
Staff 1 1
Operators/Workmen - -
Total 3 3

E. Explanation on the increase in remuneration and Company Performance:

2016-17 2015-16 Increase in loss
(%)
Net Revenue from - - -
Operations
Loss Before Tax and (4754949) (2905918) 63.68
Exceptional Items
Loss After Tax (4754949) (2905918) 63.68

F. Comparison of the remuneration of the key managerial Personnel against theperformance of the company:

The remuneration of key Managerial Personnel increased by around 28 % in 2016-17 whereas the loss before Tax and Exceptional items increased by 64% in 2016-17 compared to2015-16.

G. Details of share price and Market Capitalization:

Though the shares of your company is Listed with BSE Limited but not traded during theyear as such the data could not be furnished as required under Rule 5 (1) (VII) of theCompanies (Appointment and Remuneration ) Rules 2014. .

H. Comparison of average percentage increased in salary of employees Other than the KeyManagerial Personnel and the percentage increased in the Key Managerial Remuneration:

(Amount in Rs)
2016-17 2015-16 Increase %
Average Salary of all employees (Other than Key Managerial Personnel) 199975 190325 5.09
Key Managerial Personnel Salary of MD & CEO (Net of remuneration waived Rs. 5 90 000/-) 345405 228146 51.38
Salary of Whole Time Executive Director (Net of remuneration waived Rs. 542800/-) 317928 195618 62.56-
Salary of CFO 565790 537500 5.18

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 theManaging Director & CEO and Whole Time Executive Director. The committee ensures thatthe compensation package is in accordance with applicable Laws in line with the company'sobjectives share holder's interest and Industry standards and have an adequate balancebetween fixed and variable components.

J. There are no employees of the Remuneration in excess of the highest paid / approvedRemuneration of the Directors of the company.

K. Affirmation:

Pursuant to Rule 5 (1) (XII) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 it is affirmed that the Remuneration paid to theDirectors Key Managerial Personnel and Senior Management is as per the Remunerationpolicy of your company.

2 PARTICULRS OF EMPLOYEES:

No one was employed during the whole or part of the year drawing remunerationattracting disclosure under Rule 5 (2) of the Companies (Appointment and Remuneration OfManagerial Personnel) Rules 2014.