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Bharat Wire Ropes Ltd.

BSE: 539799 Sector: Metals & Mining
NSE: BHARATWIRE ISIN Code: INE316L01019
BSE 00:00 | 03 Feb 103.15 -2.00
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OPEN 105.00
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VOLUME 23362
52-Week high 138.00
52-Week low 53.40
P/E 12.29
Mkt Cap.(Rs cr) 665
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 105.00
CLOSE 105.15
VOLUME 23362
52-Week high 138.00
52-Week low 53.40
P/E 12.29
Mkt Cap.(Rs cr) 665
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bharat Wire Ropes Ltd. (BHARATWIRE) - Director Report

Company director report

To

The Members of

Bharat Wire Ropes Limited

Dear Members

The Directors of your Company are pleased to present the 36th AnnualReport on the business and operations of the Company and the Audited Financial Statementsfor the Financial Year ("FY") ended 31st March 2022.

1. COMPANY'S FINANCIAL PERFORMANCE

The performance of the Company is summarized below:

(Amount in Rs. in Lakhs)

Particulars 2021-22 2020-21
Income from Business Operations 41067.90 25017.47
Other income 58.04 51.09
Total Revenue 41125.94 25068.56
Profit before Interest Depreciation and Taxes 6275.94 3295.58
Less: Interest 2339.03 3407.12
Less: Depreciation 2144.12 2168.70
Profit / (Loss) before Tax 1792.79 (2280.24)
Less: Extra-ordinary Item(Goodwill Written Off) Nil Nil
Less: Current Income Tax Nil Nil
Less: Current tax relating to earlier period/years (16.61) Nil
Less: Deferred Tax 442.85 (601.52)
Profit / (Loss) after Tax^^ 1366.54 (1678.72)
Other Comprehensive Income / (Expenses) for the Year Net of Tax (18.52) (20.56)
Total Comprehensive Income for the Year Net of Tax 1348.02 (1699.28)

Note: Previous year's figures have been regrouped/ reclassifiedwherever necessary to correspond with the current year's classification / disclosure.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY

The total revenue of the Company for F.Y. 2021 -2022 stood at Rs.41125.94 Lakhs. The Company incurred a profit after tax of Rs. 1366.54 Lakhs for F.Y.2021-22 as compared to Loss of Rs. 1678.72 Lakhs in the previous year.

Revenue from operations grew 64.16 % y-o-y to Rs. 41067.90 lakhs ascompared to Rs. 25017.47 lakhs in previous year.

3. DIVIDEND

Due to inadequate profit your Directors do not recommend payment ofany dividend on Equity Shares for the F.Y. ended 31st March 2022.

4. RESERVES AND SURPLUS

The Board of Directors has decided to retain the entire amount ofprofit in the profit and loss account. Accordingly the Company has not transferred anyamount to the 'Reserves' for the year ended 31st March 2022. The closing debit balance ofthe retained earnings of the Company for F.Y. 2021-22 after all appropriation andadjustments was Rs.9497.56 lakhs.

5. COVID-19

The impact of COVID-19 during FY 2021-22 affected the first quarterpost which the economy showed signs of recovery. The impact of COVID-19 pandemic on theoverall economic environment has receded to a great extent. Your company is conscious ofthe significant disruption and impact COVID-19 can have on our employees clientspartners investors and the communities in which we operate. We are working hard tocontain and mitigate its impact. The Company continues its business activities in linewith the guidelines issued by the Government authorities and take steps to strengthen itsliquidity.

6. SHARE CAPITAL

The authorised capital during the financial year ended 31st March 2022remained at Rs. 655000000/- divided into 65460000 Equity Shares of Rs. 10/- each and40000 0.01% Compulsorily Convertible Preference Shares ofRs. 10/- each.

During the financial year 2021-22 the Company has allotted equityshares under ESOP scheme are as follows:

Date of allotment No. of Equity Shares allotted
24 th August 2021 455000
09th March 2022 220000
30th March 2022 395000
31st March 2022 186750

As on 31st March 2022 the paid up share capital of the Company wasRs. 638682190/- divided into 63829953 equity shares of Re. 10/- each and 382660.01% Compulsorily Convertible Preference Shares of Rs. 10/- each.

As on 31st March 2022 the listing approval was pending for sharesallotted on 30th March 2022 and 31st March 2022 same is received on 12th April 2022.

7. DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL). As a result the investors have an option to hold theshares of the Company in a dematerialized form in either ofthe two Depositories.

8. HUMAN RESOURCE

A Company's continued success depends on the ability to attractdevelop and retain the best talent at every level. The Company's Human Resource (HR)Management practices are deep rooted in ensuring a fair and reasonable process for all-round development of its talent. The Company strives to maintain a skilled and dedicatedworkforce representing diverse experiences and viewpoints.

In the backdrop of the second wave of the Pandemic and the way itimpacted life across the world the HR Initiatives increasingly focused on supportingemployee well-being. Initiatives like maintaining a safe work environment providinghealthcare facilities and enabling end-to-end work-from-home facility for a large sectionof the human capital remained the focus.

The Company finds it imperative to follow policies and regulations thatproduce an unbiased work and safe work environment.

9. CREDIT RATINGS

The Company has not issued any debt instruments and does not have anyfixed deposit programme or any scheme or proposal involving mobilization of funds in Indiaor abroad during the financial year ended 31st March 2022.

The Company has awarded credit rating by Acuite Ratings & ResearchLimited on 20th April 2022 i.e. 'ACUITE BBB' (read as ACUITE triple B minusOutlook: Stable) for long-term facilities and 'ACUITE A3' (read as ACUITE Athree) for short-term facilities to the Company. The Company has also awarded creditrating by CARE Ratings Limited on 25th April 2022 i.e. 'CARE BBB-; Stable '(read as CARE Triple B Minus; Outlook: Stable) for long-term facilities and 'CAREA3' (read as CARE A three) for short-term facilities to the Company.

10. DETAILS OF SUBSIDIARY ASSOCIATE JOINT VENTURE

The Company does not have any subsidiary or associate company. TheCompany has not entered into Joint Venture.

11. MEETINGS OF THE BOARD

During the period under review the Board of Directors met 4 (Four)times viz. on 25th June 2021 09th August 2021 12th November 2021 12th February2022. The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the SEBI Listing Regulations. The details of the meetings of theboard of directors of the company convened during the financial year the attendance ofthe members there at and other requisite details are given in the Corporate GovernanceReport which forms part of this Annual Report.

12.DIRECTORS AND KEY MANAGERIAL PERSONNEL'S (KMP's)

The lists of Director's & KMP's of the Company as on 31st March2022 are as follows:

Sr. No. Name Designation
1 Mr. Murarilal Ramsukh Mittal (DIN:00010689) Managing Director
2 Mr. Mayank Mittal (DIN: 00127248) Joint Managing Director
3 Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698) Whole-Time Director
4 Mr. Dinesh Kumar Jain (DIN:06807650) Independent Director
5 Mr. Sushil Sharda (DIN: 03117481) Whole-Time Director (w.e.f. 19th May 2022)
6 Mr. Sanjiv Swarup (DIN:00132716) Independent Director
7 Mr. Shivkumar Ramkishan Malu (DIN:05345172) Independent Director (w.e.f. 19th May 2022)
8 Ms. Ruhi Mittal (DIN:07159227) Non-Executive Director
9 Mr. Mahender Singh Arora (PAN: AABPA9704C) Chief Executive Officer
10 Mr. Rakesh Kumar Jain (PAN: ABBPJ5834H) Chief Financial Officer
11 Mr. Govinda Soni (PAN: CCFPS0647Q) Company Secretary & Compliance Officer

Following changes took place in composition of Board and Key ManagerialPersonnel's:

• Mr. Sumit Kumar Modak (DIN: 00983527) resigned as Whole-TimeDirector w.e.f. 30th August 2021

• Mr. Shiv Kumar Malu (DIN: 05345172) resigned from the Boardw.e.f. 14th February 2022 after completion of his 1st term as Independent Director in theCompany

• The Board had on recommendation of the Nomination andRemuneration Committee (NRC) at its meeting held on 19th May 2022 appointed Mr. SushilSharda (DIN: 03117481) as an Additional Director (Executive) of the Company with effectfrom 19th May 2022 who will hold office up to the date of the 36th Annual Generalmeeting and the Board has recommended his appointment to the shareholders.

• The Board had on the recommendation of the Nomination andRemuneration Committee (NRC) at its meeting held on 19th May 2022 appointed Mr. ShivKumar Malu (DIN: 05345172) as the Additional Director (Non-Executive Independent Category)with effect from 19th May 2022 for 2nd term of five years who will hold office up to thedate of the 36th Annual General meeting and the Board has recommended his appointment tothe shareholders for a period of 5 years i.e. from 19th May 2022 to 18th May 2027.

Further none of the Directors are disqualified for being appointed asthe Director of the Company in terms of section 164 of the Companies Act 2013.

13. 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 theCompany Mr. Venkateswararao Laxmanamurty Kandikuppa (DIN: 06456698) Director is liableto retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for re-appointment. The re-appointment is being placed for members'approval at the 36th Annual General Meeting. The Members of the Company may wish to referto the accompanying notice of the 36th Annual General Meeting of the Company for a briefprofile of the Director.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessarydeclarations received from each of the Independent Directors under Section 149(7) of theCompanies Act 2013 that they meet the criteria of Independence laid down in Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI Listing Regulationsand also in the opinion of the Board and as confirmed by these Directors they fulfill theconditions specified in Section 149 of the Companies Act 2013 and the Rules madethereunder about their status as Independent Directors of the Company. In terms ofRegulation 25(8) of the Listing Regulations the Independent Directors have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties. Furtherall the independent directors on the Board of the Company are registered with the IndianInstitute of Corporate Affairs Manesar Gurgaon ("IICA") as notified by theCentral Government under Section 150(1) of the Companies Act 2013 and as applicable shallundergo online proficiency self-assessment test within the time prescribed by the IICA.

15. COMMITTEES OF BOARD

The details pertaining to the composition of the various Committees ofBoard and details of their meeting held are included in the Corporate Governance Reportwhich is a part of this report.

16. POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OFDIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

Pursuant to Section 178 of the Act the Board has devised Nominationand Remuneration Policy for determining director attributes and remuneration of DirectorsKey Managerial Personnel and Senior Management Employees. The Board Diversity andRemuneration Policy has been framed to encourage diversity of thought experienceknowledge perspective age and gender in the Board and to ensure that the level andcomposition of the remuneration of Directors Key Managerial Personnel and all otheremployees are reasonable and sufficient to attract retain and motivate them tosuccessfully run the Company. The said Policy is available on the website of the Companyand can be accessed at the web link: www.bharatwireropes.com

17. PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS

In compliance with the provisions of the Companies Act 2013 and theSEBI Listing Regulations the Board of Directors has carried out an Annual Evaluation ofits own performance Board Committees Individual Directors Chairperson and the CEO /Managing Director etc. for the year under review.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual Directors including the Non-Executive Chairman and the ManagingDirector/CEO their personal performance carried out using a peer review processparticipation contribution and offering guidance and understanding of the areas whichwere relevant to them in their capacity and was assessed on selected parameters related toroles responsibilities and obligations of the Board and functioning of the Committeesincluding assessing the quality quantity and timeliness of flow of information betweenthe Company'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 NonIndependent Directors performance of the Board as a whole and performance of the Chairmanwere also evaluated taking into account the views of Executive Director and NonExecutiveDirectors. 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 whichreflects the high degree of engagement of the Board and its Committees with the Companyand its Management. Based on the outcome of the evaluation and assessment cum feedback ofthe Directors the Board and the Management have also agreed on some action points whichwill be implemented over an agreed period.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBIListing Regulations 2015 The Familiarization programme for Independent Directors whichalso extends to other Non-Executive Directors aims to familiarize them with the Companynature of the industry business model processes & policies compliances etc. andseeks to update them on the roles responsibilities rights and duties under the CompaniesAct 2013 and the SEBI Listing Regulations and other applicable statutes. The details ofthe induction and familiarization programme for the Directors are given in the CorporateGovernance Report which forms part of the Annual Report.

19. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below.

The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the Financial Year 2021-2022:

Name of Directors Ratio to the Median Remuneration
Non-Executive Directors Executive Directors N.A. as they have only received sitting fees for attending meetings of the Board and its Committees during the Financial year 2021-22
Mr. Murarilal Mittal (Managing Director) 23.51 times
Mr. Mayank Mittal (Jt. Managing Director) 22.04 times
Mr. Sumit Kumar Modak (Whole-Time Director)* 12.34 times
Mr. Venkateswararao Kandikuppa (Whole-Time Director) 12.34 times

 

* Resigned w.e.f. 30thAugust 2021

i. The percentage increase in remuneration of each Director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year.

Directors Chief Financial Officer and Company Secretary % increase in 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 2021-2022
Mr. Murarilal Mittal (Managing Director) 0.00 '
Mr. Mayank Mittal (Jt. Managing Director) 0.00
Mr. Sumit Kumar Modak (Whole-Time Director) 5.00
Mr. Venkateswararao Kandikuppa (Whole-Time Director) 86.42
Mr. Mahender Singh Arora (Chief Executive Officer) 43.68
Mr. Rakesh Kumar Jain (Chief Financial Officer) 26.74
Mr. Govinda Soni* (Company Secretary & Compliance Officer) N.A*

 

* Appointed w.e.f. 25th June 2021

ii. The percentage increase in the median remuneration of employees inthe financial year:

Particulars 2021-2022 (Rs.) 2020-2021 (Rs.) % Increase/ Decrease
Median Remuneration of all employees per annum 340228 305237 11.46

iii. The number of permanent employees on rolls of the Company:

There were 540 (Five hundred and Forty) permanent employees ason 31st March 2022.

iv. Average percentile increase/decrease already made in the salariesof employees other than the managerial personnel in the last financial year and itscomparison with the percentile increase/decrease in the managerial remuneration andjustification thereof and point out if there any exceptional circumstances for increase/decrease in the managerial remuneration:

The average increase in the salaries of employees excluding ManagerialPersonnel during Financial Year 2021-22 was 11.89%.

The average increase in the salaries of Managerial Personnel duringFinancial Year 2021-22 was 19.79%.

v. The key parameters for any variable component of remunerationavailed by the Directors:

There is no variable component of remuneration availed by or paid todirectors during the year.

vi. Affirmation that the remuneration is as per the remuneration policyof the Company:

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

20. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitment affecting financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. 31st March 2022 and the date of this Report.

Further during the year under review there are no employees who comeswithin the purview of section 134 (3) (q) of the Companies Act 2013 read with Rule 5(2)& 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act theAnnual Return as on 31st March 2022 is available on the Company's website i.e.www.bharatwireropes.com

22. CORPORATE GOVERNANCE • Report

The Company is committed to maintaining the highest standards ofCorporate Governance and adhering to the SEBI Listing Regulations. The Company hascomplied fully with Corporate Governance requirements under the SEBI Listing Regulations.A separate section on Corporate Governance forming part of the Board's Report.

• Certificate:

Your Company is committed to follow the best practices of CorporateGovernance and the Board is responsible to ensure the same from time to time.

Your Company has duly complied with the Corporate Governancerequirements as set out under Chapter IV of the SEBI Listing Regulations from time totime and M/s Mihen Halani & Associates Practicing Company Secretaries vide theircertificate dated 19th May 2022 confirmed that the Company is and has been compliantwith the conditions stipulated in the Chapter IV of the SEBI Listing Regulations. The saidcertificate is annexed as Annexure-I to this.

23. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.

24. INDIAN ACCOUNTING STANDARDS (IND - AS)

The Ministry of Corporate affairs vide its notification dated February16 2015 has notified the Companies (Indian Accounting Standards) Rules 2015. Inpursuance of this notification the financial statements for the year ended March 31 2022are prepared in accordance to the same.

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 and to the best oftheir knowledge and belief and according to the information and explanations obtained bythem your Directors confirm the following statements:

(a) In the preparation of the annual accounts for the financial yearended March 31 2022; the applicable accounting standards have been followed along withproper explanation relating to material departures;

(b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2022and of the profit and loss ofthe Company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

(e) The Directors had laid down internal financial controls to befollowed by the company and those internal financial controls were adequate and wereoperating efficiently; and

(f) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

26. AUDITORS

• Statutory Auditors

M/s. NGS and Co. LLP Chartered Accountants (FRN: 0119850W) wereappointed as Auditors of the Company at the 34th Annual General Meeting held on September15 2020 for a term of 5 (five) consecutive years i.e. to hold office from the conclusionof 34th Annual General Meeting until the conclusion of 39th Annual General Meeting of theCompany to be held in the financial year 2025.

Further the aforesaid Statutory Auditors have confirmed that they arenot disqualified to act as Auditors and are eligible to hold office as Auditors of yourCompany for financial year 2022-23.

Further the report of the Statutory Auditors along with the notes toaccounts is enclosed with the Financial Statements. The Auditors have issued an unmodifiedopinion on the Financial Statements for the financial year ended 31st March 2022. TheAuditors of the Company have not reported any fraud as specified under Section 143(12) ofthe Companies Act 2013.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Mihen Halani & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the financial year ended 31st March2022 and the said Auditors have issued the Secretarial Audit Report in Form MR-3 as theaforesaid provisions. The Secretarial Audit Report is annexed to this report as AnnexureI. The comments mentioned in the Secretarial Audit Report is Self-Explanatory.

Pursuant to the circular issued by the SEBI dated 8th February 2019Secretarial Auditor has issued the "Annual Secretarial Compliance Report" forthe year ended 31st March 2022 and the same was submitted to the stock exchanges intime.

Further pursuant to provisions of Section 204 of the Act and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014; the Board ofthe Company at its meeting held on 19th May 2022 has re-appointed M/s. Mihen Halani& Associates Practicing Company Secretaries) undertake the Secretarial Audit of theCompany for the financial year 2022-23.

• Cost Auditors:

Pursuant to Section 148(1) of the Companies Act 2013 the Company isrequired to maintain cost records as specified by the Central Government and accordinglysuch accounts and records are made and maintained. Pursuant to Section 148(2) of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the Company is also required to get its cost accounting records audited by a CostAuditor. Accordingly the Board at its meeting held on 19th May 2022 has on therecommendation of the Audit Committee M/s. Dilip M. Bathija Cost Accountant (FirmRegistration No. 100106) to conduct the audit of the cost accounting records of theCompany for FY 2022- 23 at a remuneration of Rs. 100000 /- plus taxes as applicable andout-of-pocket expenses. The remuneration is subject to the ratification of the Members interms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014and is accordingly placed before the Shareholders for ratification.

• Internal Auditor:

M/s. Borkar & Muzumdar Chartered Accountants (Firm RegistrationNo.: 101569W) Mumbai performed the duties of internal auditors of the company for theFinancial Year 2021-2022 and their report is reviewed by the audit committee from time totime. Further the Board of the Company at its meeting held on 19th May 2022 hasre-appointed M/s. Borkar & Muzumdar Chartered Accountants (Firm Registration No.:101569W) as Internal Auditor of the Company for the financial year 2022-23.

27. BUSINESS RISK MANAGEMENT

Your Company has laid down Risk Management Policy to identify risksinherent in the business operations of the Company which provides guidelines to definemeasure report control and mitigate the identified risks. An enterprise-wide riskmanagement framework is applied so that effective management of risks can be done. Risk isan integral part of every employee's job. The Audit Committee and Risk ManagementCommittee play an important role in evaluation of the risk management systems. The Policyis devised for identification of elements of risks and procedures for reporting the sameto the Board. The Board reviews the business plan at regular intervals and develops theRisk Management Strategy which shall encompass laying down guiding principles on proactiveplanning for identifying analyzing and mitigating all the material risks both externaland internal viz. Environmental Business Operational Financial and others.

28. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the criteria of undertaking CorporateSocial Responsibility activities as per the Section 135 of the Act for the FinancialYear2021-22.

29. DEPOSITS

The Company did not hold any public deposits; neither accepted norrenewed any fixed deposits during the year.

30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Details of the Loans guarantees and investments covered under Section186 of the Companies Act 2013 form part of the Notes to the financial statements providedin this Annual Report.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH PARTIES

All related party transactions entered and executed during the yearunder review were in ordinary course of business and on arms' length basis. There were nomaterial contracts or arrangements or transactions with related parties therefore FormAOC-2 does not form part of this report. There are no materially significant Related PartyTransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large. Astatement of all Related Party Transactions is presented before the Board on a quarterlybasis specifying the nature value and terms & conditions of the transactions. Thesaid transactions were unanimously approved by the Board.

Policy on Materiality of and dealing with Related Party Transaction ofthe Company is available on the website of the Company and can be accessed at the weblink: www.bharatwireropes.com

32. VIGILMECHANISM /WHISTLE BLOWERPOLICY

Your Company has established a Vigil Mechanism for its Directors andemployees to report their genuine concerns or grievances. The said mechanism encompassesthe Whistle Blower Policy and provides for adequate safeguards against victimization ofpersons who use the mechanism. It also provides direct access to the Chairman of the AuditCommittee in appropriate and exceptional cases. The Vigil Mechanism and Whistle BlowerPolicy are available on the Company's website (www.bharatwireropes.com). The concernedemployees and the Directors of the Company are made aware of the said policy from time totime.

33. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLAN 2017("BWR ESOP 2017")

The Shareholders of the Company through Postal ballot dated 11thFebruary 2017 approved the formulated the BWRL Employees Stock Option Plan - 2017 (ESOPPlan) to be implemented with an objective of enabling the Company to attract and retaintalented human resources by offering them the opportunity to acquire a continuing equityinterest in the Company which will reflect their efforts in building the growth and theprofitability of the Company. The ESOP Plan involves acquisition of shares from thesecondary market.

Accordingly 75000 options have been granted this year under this planby the BWRL Finance Committee to the eligible employees of the Company. The grant of ESOPsto the Whole-time Directors of the Company has been approved by the Nomination andRemuneration Committee and the Board.

As per the ESOP Plan 35% of these options will vest at the end of thefirst year and the balance 35% at the end of the second year and 30% at the end of thirdyear.

Voting rights on the shares if any as may be issued to employeesunder the aforesaid ESOP Plans are to be exercised by them directly or through theirappointed proxy. Hence the disclosure stipulated under Section 67(3) of the CompaniesAct 2013 is not applicable. There is no material change in the aforesaid ESOP Plans andthe same are in compliance with the ESOP Regulations.

Further 1256750 shares have been allotted during the year to theeligible employees whose options were duly vested under the BWRL ESOP Plan.

The details of the plan form part of the Notes to accounts (Note no.45) of the financial statements in this Annual Report and the BWRL Employees Stock OptionPlan - 2017 is available on the website of the Company i.e. www.bharatwireropes.com.

The Certificate from the Secretarial Auditors of the Company certifyingthat the Company's Stock Option Plans are being implemented in accordance with the ESOPRegulations and the resolution passed by the Members would be available for inspectionduring the meeting in electronic mode and the same may be accessed upon login tohttps://evoting.kfintech.com

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

There were no significant/material orders passed by the regulators orcourts or tribunals impacting the going concern status of your Company and its futureoperations.

35. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign exchange earnings and outgo as required under Section134 (3) (m) ofthe Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as under:

(A) Conservation of Energy:

Energy conservation is at the focus of our company and we are tryinghard to make giant strides in this area. We have done following improvements which needsto be highlighted:

1. We have stopped the heater and started using the Flue gas of Zincbath of our furnaces saving us the need for continuous operation of heater.

2. We have installed drive and made it on a closed loop system in ourwater reservoir.

(B) Technology Absorption:

BWR has taken one step further towards technological increase inproductivity and reduce equipment down time. Developed in house Industry 4.0 system toincrease productivity and reduce downtime. The system is a result of connection of themachines in a network and analyzing data and creating pointers for operation team to takenecessary actions based on real time data. The unique solution is helping BWR to set newbenchmarks in production by leveraging cutting edge technology.

(B) Foreign Exchange Earnings and Outgo:

Sr. No. Particulars 2021-22 2020-21
1 Foreign Exchange Earnings(Inflow) 307313457 160865144
2 Value of Direct Import (C. I. F. Value) 34022296 58963344
3 Expenditure in Foreign Currency (Outflow) 21625403 3567282

36. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to uphold and maintain the dignity of womenemployees and an Internal Complaints Committee has been formed for each location of theCompany under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. All employees (permanent contractual temporary and trainees)are covered under this policy. The Company has also complied with the provisions relatedto the constitution of an Internal Complaints Committee (ICC) under the said Act toredress complaints received regarding sexual harassment. The Company received nocomplaints pertaining to sexual harassment during FY 2021-22.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIALSTATEMENTS

Your Company has a robust internal control system commensurate with thesize and scale of its operations. Roles and responsibilities are clearly defined andassigned. Standard operating procedures are in place by way of built in controls in ERPsystem and have been designed to provide a reasonable assurance. A reputed CharteredAccountants firm has also been engaged for internal audit covering all units and businessoperations. The Audit Committee reviews the adequacy and effectiveness of internal controlsystems and provides guidance for further strengthening them. Apart from having allpolicies procedures and internal audit mechanism in place your Company also periodicallyengages outside experts to carry out an independent review of the effectiveness of variousbusiness processes. The observations and good practices suggested are reviewed by theManagement and Audit Committee and appropriately implemented with a view to continuouslystrengthen internal controls.

38. CEO/CFO CERTIFICATION

In terms of Securities and Exchange Board of India(Listing Obligationsand Disclosure Requirements) Regulations 2015 the certification by the Managing Directorand Chief Financial Officer on the financial statements and Internal Controls relating tofinancial reporting has been obtained.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for aperiod of Seven years. Therefore there were no funds which were required to be transferredto investor Education and Protection Fund (IEPF).

40. MISCELLANEOUS

• Your company has not issued equity shares with differentialrights as to dividend voting or otherwise;

• Your Company did not allot any equity share as sweat equityshares. Therefore no disclosures as required under Rule 8 (13) of Companies (ShareCapital and Debentures) Rules2014.

41. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors are grateful to the Shareholders and Investors for theircontinued patronage and confidence in the Company over the past several years. YourDirectors also thank the Central and State Governments other Statutory and RegulatoryAuthorities for their continued guidance assistance co-operation and support received.

Your Directors thank all our esteemed clients associates bankersvendors and contractors and other stakeholders at large within the country and overseasfor their continued support faith and trust reposed in the professional integrity of theCompany. With continuous learning skill up gradation and technology development Companywill continue to provide world class professionalism and services to its clientsassociates vendors and contractors.

Your Directors also wish to convey their sincere appreciation to allemployees at all levels for their dedicated efforts and consistent contributions andco-operation extended and is confident that they will continue to contribute their besttowards achieving still better performance in future to become a significant leadingplayer in the industry in which Company operates.

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