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BMW Industries Ltd.

BSE: 542669 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE374E01021
BSE 00:00 | 20 Mar 30.46 -0.11
(-0.36%)
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NSE 05:30 | 01 Jan BMW Industries Ltd
OPEN 31.00
PREVIOUS CLOSE 30.57
VOLUME 6955
52-Week high 39.10
52-Week low 21.10
P/E 15.86
Mkt Cap.(Rs cr) 686
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.00
CLOSE 30.57
VOLUME 6955
52-Week high 39.10
52-Week low 21.10
P/E 15.86
Mkt Cap.(Rs cr) 686
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 40th (Fourty) Annual Reporttogether with Audited Annual Financial Statements (including Audited ConsolidatedFinancial Statements) of the Company for the Financial Year ended 31st March 2022.

1. FINANCIAL HIGHLIGHTS

(Rupees in lakh)

Details STANDALONE CONSOLIDATED
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Income from Operations 41803.95 36587.75 46037.27 40787.32
Profit before Depreciation Finance Cost Exceptional Item and Tax 11112.54 10015.21 11184.93 10563.45
Finance Costs 2298.11 2850.80 2330.92 2927.18
Depreciation 4304.63 4651.02 4939.67 5286.43
Exceptional Item Nil (18128.55) Nil (23860.05)
Profit Before Tax 4509.80 (15615.16) 4574.34 (21510.21)
Tax Expenses 1226.86 (3850.36) 1096.29 (3963.81)
Profit after Tax 3282.94 (11764.80) 3478.05 (17546.41)
Other Comprehensive Income 0.11 47.41 (0.33) 48.30
Total Comprehensive Income 3283.05 (11717.39) 3477.72 (17498.11)

2. FINANCIAL PERFORMANCE HIGHLIGHTS & STATE OF COMPANY?SAFFAIRS

The Company achieved a gross income of Rs. 41803.95 Lakh as againstRs. 36587.75 Lakh in the previous financial year on standalone basis an increase of 14%on YOY basis. The profit before tax was Rs. 4509.80 Lakh as against Rs. (15615.16) Lakhin the previous year and profit after tax was Rs. 3282.94 Lakh as against Rs. (11764.80)Lakh in the previous year on standalone basis.

The Company achieved a gross total income of Rs. 46037.27 Lakh duringthe year on consolidated basis as against Rs. 40787.32 Lakh in the previous year anincrease of 13% on YOY basis. The profit before tax during the year on consolidated basiswas Rs. 4574.34 Lakh as against Rs. (21510.21) Lakh in the previous year. The profitafter tax during the year on consolidated basis was Rs. 3478.05 Lakh as against Rs.(17546.41) Lakh in the previous year.

The Company was able to retain the overall growth in the turnover andthe profit of the Company driven mainly due to focus on conversion business andstrengthening B2C (TMT Bars) segment through aggressive advertisement and brand building.The Company is also focused on increasing capacity utilization of all units improvingproduct-mix reducing operating costs and improving operational efficiency with technologyup gradation.

There are no material changes or commitments affecting the financialposition of the Company which has occurred between the end of financial year and the dateof Report.

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has Nine (9) subsidiaries and two (2) step downsubsidiaries as on 31st March 2022. The Consolidated Financial Statements of the Companyand its subsidiaries prepared in accordance with Indian Accounting Standards notifiedunder the Companies (Indian Accounting Standards) Rules 2015 (‘Ind AS?) formpart of the Annual Report and are reflected in the Consolidated Financial Statements ofthe Company. The Annual Financial Statements of the subsidiaries and related detailedinformation will be made available to Members seeking information at any time. They arealso available on the website of the Company at www.bmwil.co.in.

A Scheme of Amalgamation of Confident Financial Consultancy PrivateLimited Fairplan Vintrade Private Limited Nageshwar TradeLink Private Limited NarayanDealcom Private Limited Perfect Investment Consultancy Private Limited Shri Hari VincomPrivate Limited Siddhi Vinayak Commosales Private Limited and Sidhant Investment AdvisoryPrivate Limited with the Company is already pending with NCLT and as required theshareholders has unanimously approved a resolution in their Extra-ordinary meeting held onThursday 23d June 2022 at 11:00 AM virtually through Video Conferencing in terms of theorder dated 12th May 2022 of the Hon'ble National Company Law Tribunal Kolkata Bench

Further a statement containing the salient features of the financialstatements of each of the subsidiaries associates in the prescribed format Form AOC-1forms part of the Annual Report and marked as "Annexure-I". The annualaccounts of the subsidiary companies will be made available to the shareholders on requestand will also be kept for inspection by the shareholders at the registered office of yourCompany.

4. IMPACT OF COVID-19

After a tumultuous 2020 which witnessed unprecedented disruption tohuman life and economic activity across the globe the world economy witnessed recovery onthe back of enhanced vaccination coverage and continued fiscal and monetary stimuli acrosscountries. However the operating environment during the year remained extremelychallenging and was marked by heightened uncertainty and volatility due to the new strainsof virus and inflationary headwinds. The geopolitical tensions arising due to Ukraineconflict towards the end caused an unprecedented spike in commodity prices.

Your Company however demonstrated tremendous resilience and navigatedthe dynamic environment with speed and agility leveraging the immense experiences of themanagement team. Your Company?s customer-centricity agility in seizing marketopportunities focus on execution excellence and proactive strategic interventions enabledit to post robust growth in Revenues and net profits of the Company

5. DIVIDEND

The Board of Directors of the Company has declared an interim dividendof Re. 0.02 per equity share of Re.1/- during the year.

6. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A and recent amendments to SEBI (LODR)Regulations 2015 and on the basisof market capitalization your Company has formulated a"Dividend Distribution Policy". The said policy is available on the website ofthe Company at www.bmwil.co.in.

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

Pursuant to Sections 124 and 125 of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") dividend if not claimed for a period of 7 years from thedate of transfer to Unpaid Dividend Account of the Company are liable to be transferredto the Investor Education and Protection Fund ("IEPF"). There were no amountswhich were required to be transferred to the Investor Education and Protection Fund by theCompany.

8. TRANSFER TO GENERAL RESERVE

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

9. SHARE CAPITAL

The paid up Equity share capital of the Company as at 31st March 2022stood at Rs. 225086460. During the year under review the Company has not issued shareswith differential voting rights nor has granted any stock option or sweat equity shares.As on 31st March 2022 none of the Directors of the Company holds instrument convertibleinto equity 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 publicwithin the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) 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 Companyduring the financial year ended 31st March 2022.

12. LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Appointment/ Removal of Director

Mr. Debasish Basu Independent Director of the Company died on 14thJanuary 2022. He joined the Board in the year 2002 and during his long tenure hadimmensely contributed to the organization. His demise will be an irreparable loss to theCompany.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act2013 and in terms of Articles of Association of the Company Mr. Ram Gopal Bansal (DIN:DIN: 00144159) shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment.

Mr. Ram Gopal Kumar Bansal is not disqualified from being appointed asa Director as specified in terms of Section 164 (2) of the Companies Act 2013 read withRule 14(1) of Companies (Appointment and Qualification of Directors ) Rules 2014.

The brief resume/details of Mr. Ram Gopal Bansal who is to be appointedas director are furnished in the Notice of the ensuing AGM. The Board of Directors of yourCompany recommends the appointment of the said director at the ensuing AGM.

(c) Whole-time Key Managerial Personnel (KMP)

During the year under review and pursuant to the provisions of Section203 of the Companies Act 2013 Mr. Ram Gopal Bansal Whole Time Director Mr. Harsh KumarBansal Managing Director Mr. Vivek Kumar Bansal Managing Director Mr. AbhishekAgarwal CFO and Mr. Vikram Kapur Company Secretary and Compliance Officer arecontinuing to be the Key Managerial Personnel of the Company.

None of the Directors of the Company are disqualified as per section164(2) of the Companies Act 2013 and rules made there under. The Directors have also madenecessary disclosures to the extent as required under provisions of section 184(1) asapplicable.

14. BOARD EVALUATION

The Company has formulated a Policy for performance evaluation ofIndependent Directors Board Committees and other Directors by fixing certain criteriawhich was approved by the Nomination and Remuneration Committee and adopted by the Board.The criteria for the evaluation include their functioning as Members of Board orCommittees of the Directors included their contribution as well as Board compositioneffectiveness of Board processes information and functioning. The criteria for committeefunctioning includes effectiveness of committee meetings performance review in accordanceroles and responsibilities assigned. The criteria for evaluation of individual directorincluded their contribution and preparedness for the issues discussed at the meetings TheChairman was also evaluated with respect to his role. A structured questionnaire evolvedthrough discussions within the Board has been used for this purpose. Further on the basisof recommendations of the Nomination and Remuneration Committee and the performance reviewby Independent 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 thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

16. FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTOR

In terms of Regulation 25(7) of the SEBI (LODR) Regulations 2015 yourCompany is required to conduct Familiarization Programme for Independent Directors (ID) tofamiliarize 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 organized one familiarization 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 Committee adopted the Remuneration Policy which inter alia includes policyfor selection and appointment of Directors Key Managerial Personnel Senior ManagementPersonnel and their remuneration. The remuneration policy of the Company aims to attractretain and motivate qualified people at the Executive and at the Board levels. Theremuneration policy seeks to employ people who not only fulfill the eligibility criteriabut also have the attributes needed to fit into the corporate culture of the Company. Thesaid policy is available on the website of the Company at https://www.bmwil.co.in/corporate-codes-and-policies/

18. DIRECTORS? RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility for ensuring complianceswith the provisions of section 134(3)(c) read with Section 134(5) of the Companies Act2013 and provisions of the SEBI (LODR) Regulations 2015 and in the preparation of theannual accounts for the year ended 31st March 2022 states that —

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

(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for the year;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 bythe Company and that such internal financial controls are adequate and were operatingeffectively; and

(f) proper systems had been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. THE BOARD OF DIRECTORS AND COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss and decide on businesspolicy and strategy apart from other Board business. However in case of special andurgent business need the Board's approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting.During the year under review nine Board Meetings were convened the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 as well as the SEBI (LODR)Regulations 2015.

(ii) Committees of the Board

The Board has constituted six Committees of the Board to ensure properfocus on different aspects of business. Board reviews the functioning of these committeesin normal course of its functioning. The different committees of the Board are AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship CommitteeCorporate Social Responsibility Committee Risk Management Committee and FinanceCommittee. These committees work on areas specifically assigned to them by the CompaniesAct 2013 and such other tasks as is assigned by the Board.

The details of Committees their composition terms of reference dateof meetings and attendance at the meeting have been furnished in the Corporate GovernanceReport forming part of this Annual Report. There has been no instance where the Board hasnot accepted the recommendations of the Audit Committee.

20. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position ofyour Company have occurred between the end of the financial year of the Company to whichfinancial statements relates and the date of this report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATOR/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?SOPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulatorsor Courts or Tribunals during the year impacting the going concern status and theoperations of the Company in future.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors are satisfied with the adequacy of the internalcontrol system in force in all its major areas of operations of the Company. The Companyhas an external firm of Chartered Accountants as Internal Auditors to review the InternalControls including internal financial controls (IFC) of the organization. As part of thisexercise the auditors examines whether the work flows of organization is in line with theapproved policies of the Company. Internal Auditors report is reviewed by the AuditCommittee. The audit committee assists the board in monitoring the integrity of thefinancial statements and deviations/reservations if any expressed by the company?sauditors including is appropriately dealt with. Based on the financial internal andsecretarial auditor?s inputs along with their reports the board is of the opinionthat the company?s internal controls are adequate and effective.

The Audit Committee reviewed the physical and digital risks andcontrols around scenarios arising on account of COVID-19 and the Company?s assessmentof the impact of COVID-19 on various items of the financial statement ending 31st March2022. The Committee also reviewed accounting judgments and other matters in light ofCOVID-19.

23. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act 2013 and the RelevantRules the Board has constituted the Corporate Social Responsibility Committee to takecare of initiative of the Company towards social responsibility. The Committee make plansfor CSR activities and reviews the same from time to time. The Board of Directors haveformulated a Corporate Social Responsibility Policy The broad terms of reference of theCorporate Social Responsibility (CSR) Committee are:

— Formulate and recommend to the Board the CSR Policy

— Recommend the amount of expenditure to be incurred on theactivities undertaken

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

— Review the performance of the Company in the area of CSRincluding the evaluation of the 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 at https://www.bmwil.co.in/corporate-codes-and-policies/

The Company is mandatorily required to spend atleast 2% of the averagenet profit for the preceding three years in CSR activities. However based on thesecalculations the company was not required to spend any amount on CSR activities. Inspiteof the same the management felt its moral duty to continue with support philanthropic andCSR activities for the betterment of society at large. During the year under review theCompany had spent Rs. 61.11 lakhs towards CSR activities the details of which arementioned in " Annexure- 3" to this Report.

24. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Management Discussion & Analysis Report as stipulatedunder Schedule V of the SEBI (LODR) Regulations 2015 forms an integral part of thisreport and marked as "Annexure- 2".

25. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of Section 134 (3) (m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy technology absorption and Foreign Exchange Earning andoutgo form part the Board?s Report and marked as "Annexure -4" .

26. AUDITORS

(i) STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors Rules) 2014 M/s. Lodha & Co. Chartered Accountants(Firm Registration Number 301051E) were appointed as Statutory Auditors of the Company forfive years at the Annual General meeting of the company held on 18th September 2017. TheAudit committee reviewed their performance and recommended their re-appointment for afurther period of 5 years. The Board after deliberations and based on review by AuditCommittee decided to recommend to the shareholders re-appointment of M/s. Lodha &Co. Chartered Accountants for a futher period of 5 years on such terms and conditions asslated in the notice to the AGM.

Auditor?s Report on the Financial Statement for the financial yearended 31st March 2022 forms part of this Annual Report. The Auditor?s Report isself-explanatory and does not contain any qualification or reservations or adverse remarkor report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company appointed M/s Sohan Lal Jalan& Associates Cost Accountants (Firm Registration Number 000521) as Cost Auditors ofthe Company for the financial year 2021-22 in accordance with Section 148 of the CompaniesAct 2013 read with the Companies (Cost Record & Audit) Rules 2014 at a remunerationof Rs. 75000/- plus applicable taxes and reimbursement of out of pocket expenses. Theremuneration is required to

be approved by the shareholders at the ensuing Annual General Meetingand a resolution 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 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Company had appointed M/s MKB & Associates Company Secretaries (FirmRegistration Number (P2010WB042700) a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company for the financial year 2021--22. The Report of theSecretarial Audit is annexed herewith as "Annexure- 5".

Observations of Secretarial Auditors:

During the period under review the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines Standards etc. mentioned aboveexcept that due to sad demise of Mrs. Gayatri Singh Independent Woman Director of theCompany on 3rd January 2021 due to COVID -19 within the next board meeting held on 13thFebruary 2021 or 3 months from the date of her death whichever is later.

Management Reply:

The delay was primarily due to COVID-19 restrictions and health concernof all involved in the selection process. The Company after due process of selectionappoint Ms. Monica Chand appointed as Woman Independent Director on 30th June 2021 incompliance the provision applicable to a Woman Independent Director.

(iv) INTERNAL AUDITORS

S K AGARWAL & CO. Chartered Accountants LLP was appointed by theBoard of Directors as the Internal Auditor of the Company for FY 2021-22. The Report ofthe Internal Audit is placed before Audit Committee and Board of Directors.

27. RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations 2015 related partytransactions are placed before the Audit Committee for approval. Wherever required priorapproval of the Audit Committee is obtained on an omnibus basis for continuoustransactions and the corresponding actual transactions become a subject of review atsubsequent Audit Committee Meetings.

All the related party transactions that were entered into during thefinancial year were on an arm's length basis and in the ordinary course of business and incompliance with the applicable provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 there were no materially significant related party transaction which mayhave conflict with interest of the company or which are required to be reported in formAOC 2.

The Company has formulated a policy on related party transactions forpurpose of identification and monitoring of such transactions. The said policy isavailable on the website of the Company at https://www.bmwil.co.in/corporate-codes-and-policies/

The details of related party transaction entered during the year areprovided in the notes of Financial Statement.

28. ANNUAL RETURN FOR FY 2021-22

The Annual Return for FY 2021-22 as per provisions of the Act and Rulesthereto is available on the Company?s website athttps://www.bmwil.co.in/annual-return/#1572427178222-6c12e39f-5f49af22- 6f85

29. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this Report as "Annexure6" and forms part of the Report.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and Employees to report their concern about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.The policy provides for adequate safeguards against victimization of employees who availof the mechanism and also provides for direct access to the Chairman of the AuditCommittee. The Audit Committee regularly reviews the complaints received. The said policyis available on the website of the Company at https://www.bmwil.co.in/corporate-codes-and-policies/

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

31. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporategovernance and adhere to the corporate governance requirements as set out by SEBI. TheCompany has also implemented several best corporate governance practices. The report onCorporate Governance as stipulated under Schedule V of the SEBI (LODR) Regulations 2015forms an integral part of this report and marked as "Annexure- 7".

As per the Regulation 34(3) read with Schedule V of the ListingRegulations a separate section on Corporate Governance Practice followed by the Companytogether with a certificate from practicing Company Secretary confirming compliance ofCorporate Governance as stipulated forms part of the Annual Report.

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

32. CODE OF CONDUCT

The declaration from Managing Director of the Company in respect ofcompliance of Code of conduct by the Board Members and Senior Management personnel formspart of the Annual Report. The said policy is available on the website of the Company athttps://www.bmwil.co.in/corporate-codes-and-policies/

33. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of the Company as requiredpursuant to the Regulation 34 (f) of the SEBI Listing Regulations annexed herewith andmarked as "Annexure 8" forming part of this report and the same is alsoavailable at Company?s website at www.bmwil.co.in.

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

As required under Regulation 17(8) of the SEBI (LODR) Regulations2015 the CEO/CFO Report and marked as "Annexure 9"

35. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

As per the Regulation 34(3) and Schedule V Para C clause (10) (i) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a certificatefrom practicing Company Secretary confirming that none of the Directors on the Board ofthe BMWIL for the Financial Year ending on 31st March 2022 have been debarred ordisqualified from being appointed or continuing as Directors of companies by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any such otherStatutory Authority and a copy thereof is contained elsewhere in this Annual Report andmarked as "Annexure 10"

36. RISK MANAGEMENT POLICY

Considering the multitude of risks faced by listed entities riskmanagement has emerged as a very important function of the Board of Directors. TheCovid-19 pandemic has also reinforced the need for a robust risk management framework fora Company. In view of the above facts SEBI pursuant to the amended provisions ofRegulation 21 of the SEBI (LODR) Regulations 2015 has made it mandatory for top 1000listed Companies based on market capitalization to form / constitute a "RiskManagement Committee" ("the RMC") and the said RMC has to formulate"Risk Management Policy" of the Company. The said amended provisions have beenapplicable to Your Company for the first time. Therefore your Board of Directors hasconstituted a "Risk Management Committee" ("the RMC") and the said RMChas identified "Risk Management Policy" to minimize adverse impact on thebusiness objectives and enhance the Company?s competitive advantage. The Policy alsodefines the risk management approach across the enterprise at various levels. RiskManagement forms an integral part of the Company?s planning process. The constitutiondetails roles and functions of the RMC are highlighted in the Corporate GovernanceReport. The Company?s policy on Risk Management are available on the website of theCompany at www.bmwil.co.in.

37. GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the Ministry of Corporate Affairs green initiative wherebypermitting Companies to send copies of Annual report Notices etc. electronically to theemail IDs of shareholders. Your Company has arranged to send the soft copies of thesedocuments to the registered email IDs of the shareholders wherever available. In caseany shareholder would like to receive physical copies of these documents the same shallbe forwarded upon receipt of written request in this respect.

38. HUMAN RESOURCES

Your company continues to enjoy cordial relationship with its personnelat all levels and focusing on attracting and retaining competent personnel and providing aholistic environment where they get opportunities to grow and realize their fullpotential. Your company is committed to providing all its employees with a healthy andsafe work environment.

Your company is organizing training programs wherever required for theemployees concerned to improve their skill. Employees are also encouraged to participatein the seminars organized by the external agencies related to the areas of theiroperations.

39. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment atworkplace as per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (‘POSH Act?) and Rules madethereunder. Executive members of the Board of Directors of the Company are authorized toredress complaints received regarding sexual harassment. With the objective of providing asafe working environment all employees (permanent contractual temporary trainees) arecovered 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 Company received one complaint whichwas investigated and appropriate action was taken. No complaint is pending as at the endof the financial year.

40. COMPANY?S WEBSITE

The website of your Company www.bmwil.co.in has been designed topresent the Company?s businesses up-front on the home page. The site carries acomprehensive database of information including the Financial Results of your CompanyShareholding pattern Director?s & Corporate Profile details of BoardCommittees Corporate Policies and business activities of your Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 andCompanies Rules 2014

41. OTHER DISCLOSURES

During the year under the review:

i) There was no application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 involving the Company; and

ii) The Company had not entered into any one-time settlement with anyBank or any Financial Institution.

42. CAUTIONARY STATEMENT

Statements in these reports describing company?s projectionsstatements expectations and hopes are forward looking. Though these expectations etc.are based on reasonable assumption the actual results might differ.

43. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Regulatory andGovernment Authorities Bankers Business Associates Shareholders and the Customers ofthe Company for their continued support to the Company. The Directors express their deepsense of appreciation towards all the employees and staff of the Company and wish themanagement all the best for achieving greater heights in the future.

For and on behalf of the Board
Sd/-
Ram Gopal Bansal
Place: Kolkata Chairman
Date: 01/09/2022 DIN: 00144159

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