You are here » Home » Companies » Company Overview » BMW Industries Ltd

BMW Industries Ltd.

BSE: 542669 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE374E01021
BSE 00:00 | 22 Oct 35.55 -1.30
(-3.53%)
OPEN

36.85

HIGH

36.85

LOW

35.15

NSE 05:30 | 01 Jan BMW Industries Ltd
OPEN 36.85
PREVIOUS CLOSE 36.85
VOLUME 5249
52-Week high 48.75
52-Week low 12.07
P/E 11.66
Mkt Cap.(Rs cr) 800
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.85
CLOSE 36.85
VOLUME 5249
52-Week high 48.75
52-Week low 12.07
P/E 11.66
Mkt Cap.(Rs cr) 800
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

BMW Industries Ltd. (BMWINDUSTRIES) - Director Report

Company director report

Dear members

Your Directors are pleased to present the 38th (Thirty-Eighth) Annual Report togetherwith Audited Annual Financial Statements (including Audited Consolidated FinancialStatements) of the Company for the Financial Year ended 31st March 2020.

1. FINANCIAL HIGHLIGHTS

Details

STANDALONE

CONSOLIDATED

FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19
Income from Operations 61507.68 84703.99 63070.74 85522.34
Profit before Depreciation Finance Cost and Tax 1222347 16583.02 12482.20 16767.27
Depreciation 4547.59 4623.60 4732.38 4680.33
Finance Costs 4516.24 5626.93 4551.05 5627.28
Profit Before Tax 3159.64 6332.49 3198.77 6459.76
Tax Expenses 762.57 2234.51 994.54 2280.46
Profit after Tax 2397.07 4097.97 2204.23 4179.30
Other Comprehensive Income (35.55) 17.73 (36.92) 20.96
Total Comprehensive Income 2361.52 4115.70 2167.31 4200.26

2. FINANCIAL PERFORMANCE HIGHLIGHTS & STATE OF COMPANY'S AFFAIRS

The Company achieved a gross income of C 61507.68 lakh as against C 84703.99 lakh inthe previous financial year on standalone basis. The profit before tax was C 3159.64 lakhas against C 6332.49 lakh in the previous year and profit after tax was C 2397.07 lakh asagainst C 4097.97 lakh in the previous year on standalone basis.

The Company achieved a gross total income of C 63070.74 lakh during the year onconsolidated basis as against C 85522.34 lakh in the previous year. The profit before taxduring the year on consolidated basis was C 3198.77 lakh as against C 6459.76 lakh in theprevious year. The profit after tax during the year on consolidated basis was C 2204.23lakh as against C 4179.30 lakh in the previous year.

The Company continues to retain the overall growth in the turnover and the profit ofthe Company driven mainly for increase in volume in TMT Bar segment increase in volume ofstructurals sections for engineering infrastructure and automotive sectors with a steadygrowth in volume of job work business with /in long on its institutional partners. TheCompany is strengthening B2C (TMT Bars) segment through spending aggressively onadvertisement and brand establishments. Besides efficiency improvement and costoptimization have been followed across all the functions of the organization.

There are no material changes or commitments affecting the financial position of theCompany which has occurred between the end of financial year and the date of Report.

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31 2020 the Company has eleven (11) subsidiaries. The ConsolidatedFinancial Statements of the Company and its subsidiaries prepared in accordance withIndian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015 ('Ind AS') form part of the Annual Report and are reflected in theConsolidated Financial Statements of the Company. The Annual Financial Statements of thesubsidiaries and related detailed information will be made available to Members seekinginformation at any time. They are also available on the website of the Company atwww.bmwii.co.in.

Further a statement containing the salient features of the financial statements of eachof the subsidiaries associates in the prescribed format Form AOC-1 forms part of theAnnual Report and marked as "Annexure-I". The annual accounts of the subsidiarycompanies will be made available to the shareholders on request and will also be kept forinspection by the shareholders at the registered office of your Company.

4. COVID-19 IMPACT:

(I) OPPORTUNITIES AND THREATS

The entire market segments we serve are faced with challenges and opportunities arisingfrom the COVID-19 pandemic and its resulting impact on the economy. We believe theinvestments we have made and continue to make in our strategy will enable us to takethese market conditions.

(ii) OUR STRATEGY

We have successfully shifted to work from home (WFH) model thus achieving theoperational stability to deliver on client commitments and ensuring our own businesscontinuity. Management is extremely happy with our approach of managing services throughWFH infrastructure employee engagement and work monitoring reporting-review mechanisms.BMWIl highlights responsiveness on Pandemic disruption highlights need for operationalresience and enterprise adaptability and also looking for market share expansion.

(iii) OUTLOOK RISKS AND CONCERNS

The COVID-19 pandemic is a global humanitarian and health crisis. The actions taken byvarious governments to contain the pandemic such as closing of borders and lockdownrestrictions resulted in significant disruption to people and businesses. Consequentiymarket demand and supply chains have been affected significantly increasing the risk of aglobal economic recession. The pandemic has impacted and may further impact all of ourstakeholders employees clients investors and communities we operate.

Rolling lockdowns and social distancing restrictions on account of the pandemic areexpected to significantiy impact economic activity in all major markets and cause demandcompression. In the immediate aftermath enterprises are expected to downscale currentinvestments defer planned initiatives cut costs and conserve cash. While this couldinject volatility into revenue growth the company expects to gain market share fromensuing vendor consolidations. Demand is expected to increase for services around digitalchannels collaboration and workplace transformation online learning and workforceanalytics.

Some of our clients' business operations may be negatively impacted due to the economicdownturn - resulting in postponement termination suspension of some ongoing projects orreduced demand. Restrictions on travel may impact our ability to assign and deploy peopleat required locations and times to deliver contracted services thereby impacting ourrevenue and / or profitability. These are forward-looking statements that involve risksand uncertainties. Our actual results could differ materially from those anticipated inthese statements as a result of certain factors. Your Board is cautiously optimistic aboutthe future outlook taking into overall view of the above. Your company has engaged HR Teamto study the current status of our Infrastructure security policies procedures andassociated risks due to the current change to WFH deiivery model and advice on measures tomitigate the risks identified.

5. CYCLONE AMPHAN IMPACT:

CYCLONE Amphan on 20th May 2020 with maximum wind speed of 145 mph was the strongestCYCLONE over the Bay of Bengal in the 21st century. Amphan was more economicaly damagingthan the previous CYCLONEs. There is no doubt that the coronavirus pandemic coupied withthis devastating CYCLONE will continue to wreck havoc on our industry growth. Our two (2)piants situate at NH6 and GT Road is mostly affected.

6. DIVIDEND

The Board of Directors of the Company not declared any dividend for the financial year2019-20. No financial dividend for the financial year 2019-20 is recommended.

7. TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") dividend if not Claimed for a period of 7 years from the date of transferto Unpaid Dividend Account of the Company are liable to be transferred to the InvestorEducation and Protection Fund ("IEPF"). There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.

8. TRANSFER TO GENERAL RESERVE

The Board of Directors does not propose to transfer any fund to the General Reserve.

9. SHARE CAPITAL

The paid up Equity share capital of the Company as at 31st March 2020 stood at C225086460. During the year under review the Company has not issued shares withdifferential voting rights nor has granted any stock option or sweat equity shares. As on31st March 2020 none of the Directors of the Company holds instrument convertible intoequity shares of the Company. Your Company has not made any provision of money forpurchase of its own shares by employees or by trustees for the benefit of employees duringthe year under review.

10. DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

11. CHANGE IN NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company during the financialyear ended 31st March 2020.

12. LOANS GUARANTEES AND INVESTMENTS

Details of LOANS Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of Articles of Association of the Company Mr Vivek Kumar Bansal (DIN: 00137120)shall retire by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

Mr Vivek Kumar Bansal is not disqualified from being appointed as a Director asspecified in terms of Section 164 (2) of the Companies Act 2013 read with Rule 14(1) ofCompanies (Appointment and Qualification of Directors) Rules 2014.

The brief resume/details of Mr. Vivek Kumar Bansal who is to be appointed as directorare furnished in the Notice of the ensuing AGM. The Board of Directors of your Companyrecommends the appointment of the said director at the ensuing AGM.

(b) Disqualification of directors

ALL the Directors have confirmed that they are not disqualified from being appointed asDirectors in terms of Section 164(2) of the Companies Act 2013 and Rule 14(1) ofCompanies (Appointment and Qualification of Directors) Rules 2014.

14. BOARD EVALUATION

The Company has formulated a Policy for performance evaluation of IndependentDirectors Board Committees and other Directors by fixing certain criteria which wasapproved by the Nomination and Remuneration Committee and adopted by the Board. Thecriteria for the evaluation include their functioning as Members of Board or Committees ofthe Directors included their contribution as well as Board composition effectiveness ofBoard processes information and functioning. The criteria for committee functioningincludes effectiveness of committee meetings performance review in accordance roles andresponsibilities assigned. The criteria for evaluation of individual director includedtheir contribution and preparedness for the issues discussed at the meetings The Chairmanwas also evaluated with respect to his role. A structured questionnaire evolved throughdiscussions within the Board has been used for this purpose. Further on the basis ofrecommendations of the Nomination and Remuneration Committee and the performance review byIndependent Directors a process of evaluation was followed by the Board for its ownperformance and that of its Committees and individual Directors. The Board was satisfiedwith the evaluation process.

15. DECLARATION BY INDEPENDENT DIRECTORS

ALL Independent Directors of your Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (listing Obligations and Disclosure Requirements) Regulations2015.

16. FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (lODR) Regulations 2015 your Company isrequired to conduct Familiarisation Programme for Independent Directors (ID) tofamiliarise them about your Company including nature of Industry in which your companyoperates business model responsibilities of the Ids etc. Further pursuant to Regulation46 of the SEBI (lODR) Regulations 2015 your Company is required to disseminate on itswebsite details of familiarization programmes imparted to the Ids including the Detailsof the same. During the year the Company has organised one familiarisation Programme ofthe Independent Directors. The details of the familiarization programme of IndependentDirectors are provided in the Corporate Governance Report. The said policy is available onthe website of the Company at https://www.bmwil.co.in/ corporate-codes-and-policies/

17. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeadopted the Remuneration Policy which inter alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration. The remuneration policy of the Company aims to attract retain and motivatequalified people at the Executive and at the Board levels. The remuneration policy seeksto employ people who not only fulfill the eligibility criteria but also have theattributes needed to fit into the corporate culture of the Company. The said policy isavailable on the website of the Company athttps://www.bmwil.co.in/corporate-codes-and-policies/

18. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility for ensuring compliances with theprovisions of section 134(3)(c) read with Section 134(5) of the Companies Act 2013 andprovisions of the SEBI (lODR) Regulations 2015 and in the preparation of the annualaccounts for the year ended 31st March 2020 states that

(a) in the preparation of the annual accounts the applicable Indian accountingstandards have been followed along with proper explanation relating to materialdepartures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for the year;

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

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

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

19. THE BOARD OF DIRECTORS AND COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss and decide on business policy andstrategy apart from other Board business. However in case of special and urgent businessneed the Board's approval is taken by passing resolutions through circulation aspermitted by law which are confirmed in the subsequent Board meeting. During the yearunder review nine Board Meetings were convened the details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013 as well as the SEBI (lODR) Regulations2015.

(ii) Committees of the Board

The Board has constituted Audit Committee Nomination and Remuneration CommitteeStakeholders Relationship Committee Corporate Social Responsibility Committee and FinanceCommittee to work on areas specifically assigned to them by the Companies Act 2013 and bythe Board to perform.

The details of Committees Their composition terms of reference date of meetings andattendance at the meeting have been furnished in the Corporate Governance Report formingpart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.

20. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which financialstatements relates and the date of this report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR/COURTS/TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors are satisfied with the adequacy of the internal control systemin force in all its major areas of operations of the Company. The Company has an externalfirm of Chartered Accountants as Internal Auditors to observe the Internal Controlswhether the work flows of organization is being done through the approved policies of theCompany and similar matters. Internal Auditors present its report to the Audit Committee.The audit committee assists the board of directors in monitoring the integrity of thefinancial statements and the reservations if any expressed by the company's auditorsincluding the financial internal and secretarial auditors and based on their inputs theboard is of the opinion that the company's internal controls are adequate and effective.

The Audit Committee reviewed the physical and digital risks and controls aroundscenarios arising on account of COVID-19 and the Company's assessment of the impact ofCOVID-19 on various items of the financial statement ending 31st March 2020. TheCommittee also reviewed accounting judgments and other matters in LIGHT of COVID-19.

23. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 and the Relevant Rules the Boardhas constituted the Corporate Social Responsibility Committee to take care of initiativeof the Company towards social responsibility. The Committee make plans for CSR activitiesand reviews the same from time to time. The Board of Directors have formulated a CorporateSocial Responsibility Policy The broad terms of reference of the Corporate SocialResponsibility (CSR) Committee are:

- Formulate and recommend to the Board the CSR Policy

- Recommend the amount of expenditure to be incurred on the activities undertaken

- Monitor the CSR Policy of the Company from time to time

- Review the performance of the Company in the area of CSR including the evaluation ofthe impact of the Company's CSR activities

- Review the Company's disclosure of CSR matters

The said policy is available on the website of the Company athttps://www.bmwil.co.in/corporate- codes-and-policies/

The Company was required to spend 2% of the average net profit for the preceding threeyears and the company has spent the said amount the details of which are mentioned in"Annexure- II" to this Report.

24. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating toconservation of energy technology absorption and Foreign Exchange Earning and outgo formpart the Board's Report and marked as "Annexure -III".

25. AUDITORS

(i) STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors Rules) 2014 M/s. lodha & Co. Chartered Accountants (FirmRegistration Number 301051E) were appointed as Statutory Auditors of the Company for fiveyears at the Annual General meeting of the company held on 18th September 2017.

Auditor's Report on the Financial Statement for the financial year ended 31st March2020 forms part of this Annual Report. The Auditor's Report is self explanatory and doesnot contain any qualification or reservations or adverse remark or report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company appointed M/s Samar Dhar and Associates CostAccountants ( Firm Registration Number 101762) as Cost Auditors of the Company for thefinancial year 2020-21 in accordance with Section 148 of the Companies Act 2013 read withthe Companies ( Cost Record & Audit) Rules 2014 at a remuneration of Rs. 100000/-plus applicable taxes and reimbursement of out of pocket expenses. The remuneration isrequired to be approved by the shareholders at the ensuing Annual General Meeting and aresolution to such effect is included in the notice of Annual General Meeting.

(iii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed M/s MKB & Associates Company Secretaries (Firm RegistrationNumber (P2010WB042700) a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the financial year 2019--20. The Report of theSecretarial Audit is annexed herewith as "Annexure IV".

The Board of Directors had duly considered the adverse remark made by the SecretarialAuditor in their Secretarial Audit Report for the financial year 2018-19 and initiatedrequisite steps to rectify the same. This explanation was inadvertently omitted to bementioned in the Directors Report for the financial year 2018-19. As regards non filing ofMGT -14 necessary application for condonation of delay has been made with the CentralGovernment and the form will be filed as and when condonation is granted.

(iv) INTERNAL AUDITORS

Chunder Khator & Associates Chartered Accountants are appointed by the Board ofDirectors as the Internal Auditor of the Company for FY 2019-20. The Report of theInternal Audit is Placed before Audit Committee and Board of Directors.

26. RELATED PARTY TRANSACTIONS

As required under the SEBI (lODR) Regulations 2015 related party transactions arePlaced before the Audit Committee for approval. Wherever required prior approval of theAudit Committee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings.

All the related party transactions that were entered into during the financial yearwere on an arm's length basis and in the ordinary course of business and in compliancewith the applicable provisions of the Companies Act 2013 and the SEBI (lODR) Regulations2015 there were no materially significant related party transaction which may haveconflict with interest of the company or which are required to be reported in form AOC 2.

The Company has formulated a policy on related party transactions for purpose ofidentification and monitoring of such transactions. The said policy is available on thewebsite of the Company at https://www.bmwil.co.in/ corporate-codes-and-policies/ Thedetails of related party transaction entered during the year are provided in the notes ofFinancial Statement.

27. EXTRACT OF THE ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of the annual return in Form No. MGT - 9 which forms an integralpart of this Annual Report is enclosed as "Annexure - V". The extract of theAnnual Return of the Company can also be accessed on the website of the Company athttps:// www.bmwil.co.in/annual-return/#1572427178222- 6c12e39f-5f49af22-6f85

28. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as "Annexure VI" andforms part of the Report.

29. VIGIl MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concern about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. TheAudit Committee regularly reviews the complaints received. The said policy is available onthe website of the Company at https://www.bmwi1.co.in/ corporate-codes-and-policies/

During the year under review no complaints have been received /reported.

30. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out by SEBI. The Company has alsoimplemented several best corporate governance practices. The report on CorporateGovernance as stipulated under Schedule V of the SEBI (lODR) Regulations 2015 forms anintegral part of this report and marked as "Annexure- VII".

31. CODE OF CONDUCT

The declaration from Managing Director of the Company in respect of compliance of Codeof conduct by the Board Members and Senior Management personnel forms part of the AnnualReport. The said policy is available on the website of the Company athttps://www.bmwil.co.in/corporate-codes-and-policies/

32. CERTIFICATE ON CORPORATE GOVERNANCE

As per the Regulation 34(3) read with Schedule V of the listing Regulations a separatesection on Corporate Governance Practice followed by the Company together with acertificate from practicing Company Secretary confirming compliance of CorporateGovernance as stipulated forms part of the Annual Report.

Your Company has taken adequate steps for strict compliance with the CorporateGovernance guidelines as amended from time to time.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Management Discussion & Analysis Report as stipulated under ScheduleV of the SEBI (lODR) Regulations 2015 forms an integral part of this report.

34. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of the Company as required pursuant to theRegulation 34 (f) of the SEBI listing Regulations annexed herewith and marked as"Annexure VIII" forming part of this report and the same is also available atCompany's website at www.bmwi1.co.in

35. CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the SEBI (lODR) Regulations 2015 the CEO/CFOcertification has been submitted to the Board and a copy thereof is contained elsewhere inthis Annual Report and marked as "Annexure IX"

36. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

As per the Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (listingObligations and Disclosure Requirements) Regulations 2015 a certificate from practicingCompany Secretary confirming that none of the Directors on the Board of the BMWIl for theFinancial Year ending on 31st March 2020 have been debarred or disqualified from beingappointed or continuing as Directors of companies by the Securities and Exchange Board ofIndia Ministry of Corporate Affairs or any such other Statutory Authority and a copythereof is contained elsewhere in this Annual Report and marked as "Annexure X"

37. RISK MANAGEMENT POLICY

BMWIl has identified a suitable approach and framework for risk management which meetsits business legal and regulatory requirements. The management has decided to adopt thesame framework for entire organization. It has an efficient board with representativesfrom all functional team and a representative of the senior management team leads thegroup. Your Company attaches utmost importance to the assessment of internal risks and themanagement thereof in all its dealings. The Company is constantly on the lookout foridentifying opportunities to enhance its enterprise value and keeping the need to minimizethe risks associated with such efforts every proposal of significant nature is screenedand evaluated for the risks involved and then approved at different levels in theorganisation before implementation.

Based on severity level of the risk corrective action is identified and implementedwith prior approval from the risk owners and Top Management wherever applicable. Controlsare identified in the Risk Assessment and Risk Treatment. The first step in riskassessment procedure is to identify the list of information and critical informationassets in each function. After identification these information assets are identifiedwith the Owner and they are Classified based on the functions.

Your company has adequate system to manage the financial risks of its operations. Thesystem is implemented through imposition of checks and balances of customers audits likeinternal audit statutory and secretarial audit all of which are periodically carried outthrough external firms and by adequate insurance coverage for the company's facilities.

38. GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted Companies to send copies of Annual reportNotices etc. electronically to the email IDs of shareholders. Your Company has arrangedto send the soft copies of these documents to the registered email IDs of theshareholders wherever available. In case any shareholder would like to receive physicalcopies of these documents the same shall be forwarded upon receipt of written request inthis respect.

39. HUMAN RESOURCES

Your company continues to enjoy cordial relationship with its personnel at all levelsand focusing on attracting and retaining competent personnel and providing a holisticenvironment where they get opportunities to grow and realise their full potential. Yourcompany is committed to providing all its employees with a healthy and safe workenvironment.

Your company is organizing training programmes wherever required for the employeesconcerned to improve their skill. Employees are also encouraged to participate in theseminars organized by the external agencies related to the areas of their operations.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace as perthe requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 ('POSH Act') and Rules made there under. Executive members ofthe Board of Directors of the Company are authorised to redress complaints receivedregarding sexual harassment. With the objective of providing a safe working environmentall employees (permanent contractual temporary trainees) are covered under this policy.The said policy is available on the website of the Company at https://www.bmwil.co.in/corporate-codes-and-policies/ During the year under review the Companyreceived one complaint which was investigated and appropriate action was taken. Nocomplaint is pending as at the end of the financial year.

41. CAUTIONARY STATEMENT

Statements in these reports describing company's projections statements expectationsand hopes are forward looking. Though these expectations etc. are based on reasonableassumption the actual results might differ.

42. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory and GovernmentAuthorities Bankers Business Associates Shareholders and the Customers of the Companyfor their continued support to the Company. The Directors express their deep sense ofappreciation towards all the employees and staff of the Company and wish the managementall the best for achieving greater heights in the future.

For and on behalf of the Board

Ram Gopal Bansal
PLACE Kolkata Chairman
Date: 13/11/2020 DIN: 00144159

.