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Bharat Wire Ropes Ltd.

BSE: 539799 Sector: Metals & Mining
NSE: BHARATWIRE ISIN Code: INE316L01019
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VOLUME 198
52-Week high 34.45
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P/E
Mkt Cap.(Rs cr) 123
Buy Price 25.05
Buy Qty 1000.00
Sell Price 27.50
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OPEN 26.00
CLOSE 26.20
VOLUME 198
52-Week high 34.45
52-Week low 10.50
P/E
Mkt Cap.(Rs cr) 123
Buy Price 25.05
Buy Qty 1000.00
Sell Price 27.50
Sell Qty 32.00

Bharat Wire Ropes Ltd. (BHARATWIRE) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present the 33rd Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for theFinancial Year (" F.Y.") ended March 31 2019.

1. FINANCIAL PERFORMANCE

The performance of the Company is summarized below: (Amount in Rs. in Lakhs)

Particulars 2018 - 19 2017 - 18
Income from Business Operations 24063.88 16791.99
Other income 91.88 2072.90
Total Revenue 24155.75 18864.90
Profit before Interest Depreciation and Taxes 1959.69 3783.74
Less: Interest 7262.92 2518.43
Less: Depreciation 2102.77 1234.79
Profit before Tax (7406.00) 30.52
Less: Extra-ordinary Item (Goodwill Written Off) - -
Less: Current Income Tax - 2.80
Less: Minimum Alternative Tax - (2.80)
Credit Entitlement
Less: Deferred Tax (2950.42) 5.61
Profit after Tax (4455.58) 24.91
Other Comprehensive Income / (Expenses) for the Year Net of Tax 4.01 (11.43)
Total Comprehensive Income for the Year Net of Tax (4451.57) 13.49

Note: Previous year's figures have been regrouped / reclassified wherever necessary tocorrespond with the current year's classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y. 2018-19 at Rs. 24155.95 Lakhs was higher by28.05% over the previous year's total revenue (Rs. 18864.90 Lakhs). The Company suffereda loss of Rs. 4455.58 Lakhs as compared to profit of Rs. 24.91 Lakhs in the previousyear.

3. COMPANY'S STATE OF AFFAIRS

Bharat Wire Ropes Limited the (the "Company" or "BWR")is one of the largest manufacturers of Wire Wire Ropes Stranded Wires and slings inIndia with an increasing global presence catering more than 30 countries globally. TheCompany exports its varied products to USA Singapore Australia South Africa KuwaitNew Zealand Vietnam Bangladesh and Nepal.

4. SHARE CAPITAL

The Paid-up Share Capital of the Company as on March 31 2019 was Rs. 449522480/-consisting of 44952248 Equity Shares of Rs. 10 each. The shares of the Company arelisted on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) sinceApril 1 2016.

During the F.Y. 2018-19 the Members of the Company has passedan ordinary resolution onMay 15 2018 through Postal Ballotto increase the Authorised Capital of the Company fromRs. 500000000/- (Rupees Fifty Crores) divided into 50000000 (Five Crores) equityshares of Rs. 10/- (Rupees Ten) each to Rs. 520000000/- (Rupees Fifty Two Crores)divided into 52000000 (Five Crores Twenty Lakhs) equity shares of Rs. 10/- (Rupees Ten)each. There was no change in the Paid-up Share Capital during the year under review.

5. CREDIT RATINGS

The Company has not issued any debt instruments and does not have any fixed depositprogramme or any scheme or proposal involving mobilization of funds in India or abroadduring the financial year ended March 31 2019 The ratings given by BRICKWORK forlong-term borrowings and short-term borrowings of the Company are BWR BBB and BWRA3+respectively. There was revision in the said ratings during the year under reviewis given in the below table.

Particular March November February
2018 2018 2019
Fund Based BWR BWR BB+ BWR D
(Long-Term) BBB
Non-Fund Based BWR BWR A4+ BWR D
(Short-Term) A3+

6. DETAILS OF SUBSIDIARY ASSOCIATE JOINT VENTURE

The Company does not have any subsidiary or associate company. The company has notentered into joint venture.

7. RESERVES AND DIVIDEND

With a view to conserve the resources of the Companyyour Directors do not recommendpayment of any dividend on Equity Shares for the F.Y. ended March 31 2019. Further thereis no amount from profit and loss which is transferred to General Reserves during theyear under review.

8. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 6 (Six) times viz. on April7 2018; May 30 2018; August 13 2018; November 13 2018; and February 09 2019thedetails of the meetings of the board of director productivity. of the company convenedduring the financial year 2018-19 are given in the Corporate Governance Report which formspart of this Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The list of Directors & Key Managerial Person of the Company as on March 31 2019are as follows:

1. Mr. Murarilal Ramsukh Mittal Managing Director
(DIN: 00010689)
2. Mr. Mayank Mittal Joint Managing Director
(DIN: 00127248)
3. Sumit Kumar Modak Whole-time Director
(DIN: 00983527)
4. Venkateswararao Laxmanamurty Kandikuppa Whole-time Director
(DIN: 06456698)
5. Satyendra Shridhar Nayak Additional Director (ID)
(DIN: 08194706)
6. Sanjiv Swarup Director (ID)
(DIN: 00132716)
7. Shivkumar Ramkishan Malu Director (ID)
(DIN: 05345172)
8. Ruhi Mittal Director (NED)
(DIN: 05345172)
9. Mahender Singh Arora CEO(KMP)
(PAN: AABPA9704C)
10. Rakesh Kumar Jain CFO(KMP)
(PAN: ABBPJ5834H)
11. Shailesh Vallabhbhai Rakhasiya CS (KMP)
(PAN: ALUPR5390R)

ID : Independent Director

NED : Non Executive Director

During the period under review following changes took in the Composition of the Board:

- Mr. Ajai Kumar (DIN: 02446976) resigned as an Additional Director (Non-ExecutiveIndependent Director) effective from April 6 2018.

- Mr. Supratik Chatterjee (DIN: 06934992) Chairman & Independent Directorresigned from the directorship of the Company with effect from May 31 2018.

- Mr. Asit Pal Chairman and Independent Director (DIN:00742391) resigned from thedirectorship of the company with effect from August 13 2018

- Mr. Sanjiv Swarup (DIN:00132716) Independent Director of the Company was appointedas a Chairman of the Board with effect from August 13 2018.

- The Board had on recommendation of the

Nomination and Remuneration Committee (NRC) at its meeting held on August 13 2018appointed Mr. Satyendra Nayak (DIN:8194706) as an

Additional Director (Independent Director) of the Company with effect from August 132018 who holds office up to the date of the ensuing Annual General meeting. The Boardrecommends his appointment to the members at the ensuing 33rd Annual General Meeting.

- Mr. Sushil Sharda Whole Time Director (DIN:03117481) resigned from the directorshipof the company with effect from November 13 2018.

10. DIRECTOR RETIRING BY ROTATION

Pursuant to provisions of section 152 of the Companies Act 2013 (the"Act")and in terms of the Memorandum and Articles of Association of the Company Ms. RuhiMittal(DIN: 07159227) Non Executive Directoris liable to retire by rotation at theensuing AGM and being eligible has offered herself for re-appointment. The reappointmentis being placed for your approval at the AGM. The Members of the Company may wish to referto the accompanying Notice of the 33rd AGM of the Company for a brief profile of theDirector.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations receivedfrom each of the Independent Directors under Section 149(7) of the Companies Act 2013that they meet the criteria of Independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and also in the opinionof the Board and as confirmed by these Directors they fulfill the conditions specified inSection 149 of the Companies Act 2013 and the Rules made thereunder about their status asIndependent Directors of the Company.. In terms of Regulation 25(8) of the ListingRegulations the Independent Directors have confirmed that they are not aware of anycircumstance or situation which exist or may be reasonably anticipated that could impairor impact their ability to discharge their duties.

12. COMMITTEES OF BOARD

The details pertaining to the composition of the various Committees of Board anddetails of their meeting held are included in the Corporate Governance Report which is apart of this report.

13. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on March 31 2019 in Form MGT - 9 inaccordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company at www.bharatwireropes.com

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by the SEBI ListingRegulations. The Company has complied fully with Corporate Governance requirements underthe SEBI Listing Regulations. A separate section on Corporate Governance practicesfollowed by the Company together with a Certificate from Statutory Auditor and ManagementDiscussion and Analysis as stipulated under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (the SEBI ListingRegulations) are annexed and form part of this Annual Report.

15. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

16. INDIAN ACCOUNTING STANDARDS (IND AS):

The Ministry of Corporate affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of thisnotification the financial statements for the year ended March 31 2019 are prepared inaccordance to the same.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 and to the best of their knowledgeand belief and according to the information and explanations obtained by them yourDirectors confirm the following statements:

(a) In the preparation of the annual accounts for the financial year ended March 312019;the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(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 the Company as at March 31 2018 and of the profitand loss of the Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by thecompany and those internal financial controls were adequate and were and operatingefficiently;

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. AUDITORS Statutory Auditors

M/s. Sureka Associates Chartered Accountants Mumbai (Firm Registration No.: 110640W)were appointed as Statutory Auditors of the Company from the conclusion of Annual GeneralMeeting held on September 30 2014 for a term of 5 (five) years to hold the office untilthe conclusion of the Annual General Meeting to be held in the year 2019. Accordingly theauditor holds office upto conclusion the ensuing Annual General Meeting. The Board ofDirectors on recommendation of Audit Committee in its Meeting held as on May 25 2019had appointed M/s. Sureka Associates Chartered Accountants Mumbai (Firm RegistrationNo.: 110640W)for the second consecutive term starting from the conclusion of this AnnualGeneral Meeting until the conclusion of the 34th Annual General Meeting subject toapproval of the Members at the ensuing Annual General Meeting

The Board recommends the appointment of Auditor to the members at the ensuing 33rdAnnual General Meeting M/s. Sureka Associates Chartered Accountants has confirmed theireligibility and consent under Sections 139 and 141 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 as the Auditors of the Company for thefinancial year 2019 2020. In terms of the SEBI Listing Regulations the Auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

Further the report of the Statutory Auditors along with the notes is enclosed with theFinancial Statements.

The Auditors have issued an unmodified opinion on the Financial Statements for thefinancial year ended 31 March 2019.

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

Comments on Statutory Auditors Report:

Observations Comments
The Company defaulted in repayment interest The Company could not generate has the sufficient funds to honour the of loans / repayment of Loans/ interest therefore company has submitted restructuring proposal to Banks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointed M/s.APC & Associates Practicing Company Secretaries (Membership number: A45143;Certificate 21555) to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2019 and issued the Secretarial Audit Report in Form MR-3as the aforesaid provisions. The Secretarial Audit Report is annexed to this report.Comments on Secretarial Auditor's Report:

Observations Comments
The Company has duly prepared the Annual Report for the F.Y. 2017-18 as per the applicable provisions of Companies Act 2013 however the significant accounting policies were not present in the Annual Report duly sent to all the shareholders of the Company. The Company has duly prepared all the necessary accounting policies as per the applicable provisions of Companies Act 2013. The same is the part of the Annual Report and available on public domain. It may be noted that the said accounting policies were missing in the copies of annual report and the same was due to some printing issues.
As per regulation 23 (2) of SEBI (Listing Obligations and Disclosure Requirements) 2015 the company has not taken prior approval of Audit committee for the related party transactions proposed to be entered by the company. The Company duly obtained all the necessary approvals from board as required under the provisions of SEBI (LODR) as well as Companies Act 2013 respectively. The audit committee was duly informed about the said transactions. It is pertinent to note that all the said transactions are at arms-length price and in ordinary course of business.

Pursuant to the circular issued by the SEBI dated 8 February 2019 Secretarial Auditorhas issued the "Annual Secretarial Compliance Report" and the same was submittedto the stock exchanges in time.

Cost Auditors:

The Board of Directors had appointed M/s. Dilip M. Bathija Cost Accountant(Firm Registration No. 100106) as the Cost Auditors of your Company for thefinancial year 2018-19 to conduct the audit of the cost records of your Company.

Pursuant to Section 148 and other applicable provisions if any of the Companies Act2013 read with Companies (Cost record and Audit) Rules 2014 the Board of Directors ofyour Company has appointed M/s. Dilip M. Bathija Cost Accountant (FirmRegistration No. 100106) as the Cost Auditor for the financial year 2019-20 on therecommendations made by the Audit committee. The remuneration proposed to be paid to theCost Auditor subject to the ratification by the members at the ensuing AGM would be notexceeding INR 70000/- (Rupees Seventy Thousand only) excluding taxes and out of pocketexpenses if any. Your directors recommend approval of said remuneration to the CostAuditors of the Company.

Your company has received consent from M/s. Dilip M. Bathija Cost Accountant(Firm Registration No. 100106) to act as the Cost Auditor of your company for thefinancial year 2018-19 and 2019-20 along with certificate confirming their InternalAuditor

M/s. Borkar & Muzumdar Chartered Accountants

(Firm Registration No.: 101569W) Mumbai performed the duties of internalauditors of the company for the Financial Year 2018-19 and their report is reviewed by theaudit committee from time to time.

19. POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act the Board has devised Nomination and RemunerationPolicy for determining director attributes and remuneration of Directors Key ManagerialPersonnel and Senior Management Employees. The Board Diversity and Remuneration Policyhas been framed to encourage diversity of thought experience knowledge perspective ageand gender in the Board and to ensure that the level and composition of the remunerationof Directors Key Managerial Personnel and all other employees are reasonable andsufficient to attract retain and motivate them to successfully run the Company. The saidPolicy is available on the website of the Company and can be accessed at the web link:www.bharatwireropes.com

20. PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS

In compliance with the provisions of the Companies Act 2013 and the SEBI ListingRegulations the Board of Directors has carried out an Annual Evaluation of its ownperformance Board Committees Individual Directors Chairpersons and the CEO/ManagingDirector etc. for the year under review.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual Directors including the Non-Executive Chairman and the Managing Director/CEOtheir personal performance carried out using a peer review process participationcontribution and offering guidance and understanding of the areas which were relevant tothem in their capacity and was assessed on selected parameters related to rolesresponsibilities and obligations of the Board and functioning of the Committees includingassessing the quality quantity and timeliness of flow of information between theCompany's Management and the Board which is necessary for the Board to effectively andreasonably perform their duties.

In a separate meeting of the Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Chairman were alsoevaluated taking into account the views of Executive Director and Non- ExecutiveDirectors. The Directors were asked to provide their valuable feedback and suggestionsabout the overall functioning of the Board and its Committees and its areas of improvementfor a higher degree of engagement with the Management.

The Board expressed its satisfaction with the evaluation results which reflects thehigh degree of engagement of the Board and its Committees with the Company and itsManagement. Based on the outcome of the evaluation and assessment cum feedback of theDirectors the Board and the Management have also agreed on some action points which willbe implemented over an agreed period.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarisation Programme for Independent Directors which also extends to otherNon-Executive Directors aims to familiarise them with the Company nature of the industrybusiness model processes & policies compliances etc. and seeks to update them onthe roles responsibilities rights and duties under the Companies Act 2013 and the SEBIListing Regulations and other applicable statutes. The details of the induction andfamiliarisation programme for the Directors are given in the Corporate Governance Reportwhich forms part of the Annual Report.

22. BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy to identify risks inherent in thebusiness operations of the Company which provides guidelines to define measure reportcontrol and mitigate the identified risks. An enterprise-wide risk management framework isapplied so that effective management of risks can be done. Risk is an integral part ofevery employee's job. The Audit Committee and Risk Management Committee plays animportantrole inevaluation of the risk management systems. The Policy is devised foridentification of elements of risks and procedures for reporting the same to the Board.The Board reviews the business plan at regular intervals and develops the Risk ManagementStrategy which shall encompass laying down guiding principles on proactive planning foridentifying analyzing and mitigating all the material risks both external and internalviz. Environmental Business Operational Financial and others.

23. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking Corporate SocialResponsibility activities as per the Section 135 of the Act.

24. DEPOSITS

Your Company did not hold any public deposit at the beginning of the year nor has itaccepted any public deposits during the year under review.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this statement.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH PARTIES

All related party transactions entered and executed during the year under review werein ordinary course of business and on arms' length basis. There were no material contractsor arrangements or transactions with related parties therefore Form AOC-2 does not formpart of this report. There are no materially significant Related Party Transactions madeby the Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large. A statement of all RelatedParty Transactions is presented before the Board on a quarterly basis specifying thenature value and terms & conditions of the transactions. The said transactions wereunanimously approved by the Board.

Policy on Materiality of and dealing with Related Party Transaction of the Company isavailable on the website of the Company and can be accessed at the web link: www.bharatwireropes.com

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism for its Directors and employees toreport their genuine concerns or grievances. The said mechanism encompasses the WhistleBlower Policy and provides for adequate safeguards against victimization of persons whouse the mechanism.

It also provides direct access to the Chairman of the Audit Committee in appropriateand exceptional cases. The Vigil Mechanism and Whistle Blower Policy are available on theCompany's website (www.bharatwireropes.com).The concerned employees and the Directors ofthe Company are made aware of the said policy from time to time.

28. DETAILS REGARDING BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN 2017("BWR ESOP 2017")

Your Company has formulated the Bharat Wire Ropes Limited Employee Stock Option Plan2017 ("BWR ESOP 2017") for grant of Stock Options to certain employeesof the Company. BWR ESOP 2017 was approved by the Members pursuant to the SpecialResolution passed through Postal Ballot on March 22 2017. As on March 31 2019 YourCompany has granted 2082500 number of options to employees so far.

The Board of Directors confirms that there are neither any new plans introduced northere were any material changes made in the existing ESOP Plans and all the existing ESOPPlans comply with the SEBI Guidelines. Details of shares issued under ESOPs as also thedisclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014read with SEBI circular dated 16 June 2015 are uploaded on the website of the Company atweb link www.bharatwireropes.com.

The Annual Certificate from the Statutory Auditors stating that the ESOP Plans havebeen implemented in accordance with the SEBI Regulations and the resolutions have beenpassed by the members in their general meeting will be obtained and placed at the ensuing33rd Annual General Meeting for inspection of Members.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its future operations.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule8(3) of the Companies (Accounts) Rules 2014 is as under:

(A) Conservation of Energy:

The Company has installed Energy efficient transformer in order to reduce the loss forpower transformation on our projects.

(B) Technology Absorption:

BWR has taken one step further towards technological increase in productivity andreduce equipment down time. Developed in house android based Material and maintenancemanagement application. A user friendly Monitor by measures including performance of theequipment workforce productivity material requirement different stages of production. Ithelps to protect assets increase equipment life time Improve system reliability. Reduceunknown incidents and improve equipment reliability with proactive & preventivemaintenance processes. Enhance productivity of the machinery and streamline workflow byimproving MTBF and reducing Equipment down time (reactive).

Protect assets Increase equipment life time
Improve system reliability
Finally increase the production. Decrease cost of replacement and

There have been no other technology changes in the Company during the year underreview but Company is under process to bring more technological revolution by installinghigh end technology for its plant in Chalisgaon Maharashtra.

(C) Foreign exchange earnings and outgo:

(Amount in Rs.)

Particulars 2018-19 2017-18
1. Foreign Exchange Earnings (Inflow) 253241831 515260841
2. Value of Direct Import (C. I. F. Value) 294561705 215721318
3. Expenditure in Foreign Currency (Outflow) 85175263 26908540

31. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to uphold and maintain the dignity of women employees and anInternal Complaints Committee has been formed for each location of the Company under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Further the Company has also framed ‘Sexual Harassment Policy of Bharat WireRopes Limited to prevent sexual harassment of women at work place. For the year underreview no case of Sexual harassment was reported to the Internal Complaints Committee.

32. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow.

The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year 2018-19:

Name of the Directors Ratio to the median Remuneration
Non-Executive directors N.A. as they have only received sitting fees for attending meetings ofthe Board and its Committees during the Financial Year 2018-19
Executive directors
Mr. Murarilal Mittal 28.22
(Managing Director)
Mr. Mayank Mittal 26.60
(Jt. Managing Director)
Mr. Sushil R. Sharda 12.80
(Whole-Time Director)
Mr. Sumit Kumar Modak 13.51
(Whole-Time Director)
Mr. Venkateswararao 7.72
Kandikuppa
(Whole-Time Director)

(i) The percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the financial year:

Directors Chief Financial Officer and Secretary % increase in Company remuneration in the financial year
Non-Executive directors N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial Year 2018-19
Mr. Murarilal Mittal 0.00
(Managing Director)
Mr. Mayank Mittal 0.00
(Jt. Managing Director)
Mr. Sushil R. Sharda 0.00
(Whole-Time Director)
Mr. Sumit Kumar Modak 0.98
(Whole-Time Director)
Mr. Venkateswararao 7.87
Kandikuppa
(Whole-Time Director)
Mr. Mahender Singh Arora 26.50
(Chief Executive Officer)
Mr. Rakesh Kumar Jain 8.92
(Chief Financial Officer)
Mr. Shailesh Rakhasiya 34.98
(Company Secretary &
Compliance Officer)

(ii) The percentage increase in the median remuneration of employees in thefinancial year:

Particulars 2018-19 2017-18 % Increase
(Rs.) (Rs.) / Decrease
Median remuneration of all employees per annum 283476 292622 (3.13)

(iii) The number of permanent employees on the rolls of Company: There were 588(Five Hundred & Eighty Eight) permanent employees as on March 31 2019.

(iv) Average percentile increase/decrease already made in the salaries of employeesother than the managerial personnel in the last financial year and its comparison with thepercentile increase/ decrease in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase/decrease in themanagerial remuneration:

The average increase in the salaries of employees excluding Managerial Personnel duringFinancial Year 2018-19 was 0.61 %.

The average increase in the Remuneration of Managerial Personnel during the FinancialYear 2018-19 was 3.82 %.

The increase in the remuneration of Managerial Personnel was due to the increase in theremuneration of Managing Director and Whole-Time Director which was based on Company'sPerformance and their Individual Performance.

(v) Affirmation that the remuneration is as per the remuneration policy of theCompany:

The Company affirms remuneration is as per the remuneration policy of the Company.

33. MATERIAL CHANGES AND COMMITMENTS

There were no other material changes or commitments affecting the financial position ofyour Company which have occurred during the financial and July 12 2019 being the date ofthis Annual report.

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

Your Company has a robust internal control system commensurate with the size and scaleof its operations. Roles and responsibilities are clearly defined and assigned. Standardoperating procedures are in place by way of built in controls in ERP system and have beendesigned to provide a reasonable assurance. A reputed Chartered Accountants firm has alsobeen audit covering all units and business operations. The Audit Committee reviews theadequacy and effectiveness of internal control systems and provides guidance for furtherstrengthening them. Apart from having all policies procedures and internal auditmechanism in place your Company also periodically engages outside experts to carry out anindependent review of the effectiveness of various business processes. The observationsand good practices suggested are reviewed by the Management and Audit Committee andappropriately implemented with a view to continuously strengthen internal controls.

35. CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the certification by the Managing Director and ChiefFinancial Officer on the financial statements and Internal Controls relating to financialreporting has been obtained.

36. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).

37. MISCELLANEOUS::

Your company has not issued equity shares with differential rights as to dividendvoting or otherwise;

Your Company did not allotany equity share as sweat equity shares.

Therefore no disclosures as required under Rule 8 (13) of Companies (Share Capital andDebentures) Rules 2014;

38. APPRICIATION AND ACKNOWLEDGEMENT

Your Directors are grateful to confidence in the Company over the Investors for theircontinued patronage and past several years. Your Directors also thank the Central andState Governments other Statutory and Regulatory Authorities for their continuedguidance assistance co-operation and support received.

Your Directors thank all our esteemed clients associates vendors and contractorswithin the country and overseas for their continued support faith and trust reposed inthe professional integrity of the Company. With continuous learning skill upgradation andtechnology development Company will continue to provide world class professionalism andservices to its clients associates vendors and contractors.

Your Directors also wish to convey their sincere appreciation to all employees at alllevels for their dedicated efforts and consistent contributions and co-operation extendedand is confident that they will achieving still better performance in future to become asignificant leading player in the industry in which Company operates.

On behalf of Board of Directors of

Bharat Wire Ropes Limited

Murarilal Mittal Venkateswararao Kandikuppa
Managing Director Whole-time Director
DIN: 00010689 DIN: 06456698
Date: July 12 2019
Place: Mumbai

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