To the Members
The Directors of the Company are pleased to present the 60th Annual Report of theCompany along with the Audited Financial Statements for the Financial Year ended 31stMarch 2021.
|Particulars ||(Figures in Rupees) |
| ||For the year ended 31st March 2021 ||For the year ended 31st March 2020 |
|Revenue from operations || || |
|Other Income ||4469845 ||1938870 |
|Total Revenue ||4469845 ||1938870 |
|Profit/(Loss) before Interest Depreciation & Tax ||1669921 ||(1640237) |
|Finance Charges || || |
|Depreciation ||165590 ||165590 |
|Profit/(Loss) before Tax ||1504331 ||(1805827) |
|Total Tax Expenses ||37846 ||- |
|Profit after Tax ||1466485 ||(1805827) |
|Total Other Comprehensive Income/(Loss) net of Tax ||8231223 ||(2802214) |
|Total Comprehensive Income/(Loss) for the Period ||9697708 ||(4608041) |
The Board of Directors do not recommend declaration of any dividend on the equityshares for the financial year ended 31st March 2021.
The Board of the Company is in the process of evaluating alternative businessopportunities which the Company may choose to enter into in the future.
TRANSFER TO RESERVE
The Board of the Company do not propose to transfer any amount to the General Reserve.
The paid up equity share capital as at March 31 2021 stood at Rs. 5339500/-. Duringthe year under review the Company has not altered its share capital. It has not issuedany shares including shares with differential voting rights nor has granted stock optionsor sweat equity shares to any employee nor does it have any scheme to fund its employeesto purchase the shares of the Company. As on March 31 2021 none of the Directors of theCompany hold instruments convertible into equity shares of the Company.
HOLDING / SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
Pursuant to the Order dated 24th July 2020 of NCLT Mumbai Kanvai Investment CompanyPrivate Limited and Sparkk Organic Private Limited which were holding 332000 equity sharesconstituting 6.22% of the paid up capital of the Company and 1744000 equity sharesconstituting 32.66% of the paid up capital of the Company respectively stood merged withNew India Exports Private Limited w.e.f. 01/04/2019. As a result of the aforesaid theholding of NIE has increased from 612000 equity shares constituting 11.46% in the Companyto 2688000 equity shares constituting 50.34% in the Company and hence NIE has become aHolding Company.
MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review the profit before tax is Rs. 15.04 lakhs against a lossof Rs. 18.06 lakhs in the previous year.
In compliance with the new Indian Accounting Standards a fair value of investments hasbeen done as on the date of the Balance Sheet as a result of which there is an unrealizedprofit of 8.93 lakhs on investments made by the Company in debt mutual funds and anunrealized profit of 82.21 lakhs on investments made by the Company in the equity sharemarket. Last year Franklin Templeton had wound up its Ultra Short Bond Fund Scheme inwhich the Company had invested Rs. 2.18 Crores of which the Company was able to recover1.09 crore during the course of the period under consideration. As per expert advicereceived by the management its is expected that the Company should be able to recover thebalance amount invested in the aforesaid scheme in due course.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility do not apply to the Company.
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligation and Disclosures Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. The Company isadditionally committed to maintain the highest standards of corporate practices as set outby SEBI as good corporate governance which forms part of the Directors Report as an"Annexure A".
EXTRACT OF ANNUAL RETURN
In terms of provisions of section 92 134(3)(a) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extracts of theannual return in form MGT-9 is annexed herewith and forms a part of this Report. Annexure"B".
Appointment of Directors:
Shri Anurag Kanoria (DIN 00200630) Director retires by rotation and being eligibleoffers himself for reappointment. A brief resume of Shri Anurag Kanoria who is proposedto be reappointed is provided in the Notice of the 60th Annual General Meeting of theCompany.
Policy on appointment and remuneration of Directors
Criteria for appointment of Independent Directors
With the coming into force of the Companies Act 2013 the Board on the recommendationof the Nomination and Remuneration Committee appoints independent directors who are ofhigh integrity and with relevant expertise and experience so as to have a diverse Board.
Criteria for appointment of Whole Time Directors
The Nomination and Remuneration Committee identifies persons of integrity who possessrelevant expertise and experience as well as leadership qualities for such position andtakes into consideration recommendations if any received from any member of the Board inthis regard.
Declaration from Independent Directors
Each independent director has given a declaration that he/she meets the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and the Rulesmade thereunder and Regulation 16(1)(b) and other applicable regulations if any of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended.
Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualdirectors the Board as a whole and also the secretarial department. Based on the saidcriteria the exercise of evaluation is carried out through a structured process coveringvarious aspects of the functioning of the Board such as the composition of the Board andCommittees experience & expertise performance of specific duties and obligationsgovernance & compliance issues attendance contribution at meetings etc. Theperformance evaluation of the non-independent directors was carried out by an independentdirector at a separately convened meeting in which the performance of the Board as a wholewas also evaluated and the performance of the secretarial department was also reviewed.The performance of the independent directors has been carried out by the entire Board(excluding the director being evaluated).
NUMBER OF MEETINGS OF THE BOARD
Five (5) Board Meetings were convened and held during the year. There has not been anyinstance during the year where a recommendation of the Audit Committee was not accepted bythe Board. The interval between two meetings has been within the maximum period mentionedunder section 173 of the Companies Act 2013.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
The Company has not accepted any deposit during the financial period under review.
The properties of the Company have been adequately insured.
The Company treats its human resources as an important asset and believes in itscontribution to the all round growth of your Company. Your Company takes steps from timeto time to upgrade and enhance the quality of this asset and strives to maintain it inagile and responsive form. Your Company is an equal opportunity employer and practicesfair employment policies. Your Company is confident that its human capital willeffectively contribute to the long term value enhancement of the organization.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12) of the Companies Act 2013 readwith rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company will be provided upon request in terms ofsection 136 of the Act. This Report is being sent to all the shareholders of the Companyand others entitled thereto excluding such information. The said information is availablefor inspection by the members at the registered office of the Company during businesshours on working days of the Company up to the date of the ensuing Annual General Meeting.Members interested in obtaining a copy thereof may write to the Company in this regard.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business and were in compliance withthe applicable provisions of the Companies Act 2013. No material related partytransactions were entered into during the year by your Company. Accordingly disclosure ofrelated party transactions as required under Section 134(3) (h) of the Companies Act 2013in Form AOC 2 is not applicable.
Details of the transactions with related parties are provided in Note no. 18.3 of theaccompanying financial statements.
SEGMENT WISE RESULTS
AS-17 issued by the Institute of Chartered Accountants of India is not applicable tothe Company since its turnover for the immediately preceding accounting period on thebasis of the audited financial statements does not exceed Rs. 50 crores.
Business risk evaluation and management is an ongoing process within the Company and anassessment of the same is periodically carried out by the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator / Court whichwould impact the going concern status of the Company and its future operations.
MATERIALCHANGESANDCOMMITMENTSIFANYAFFECTINGTHEFINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENT RELATE AND THE DATE OF THIS REPORT
The outbreak of corona virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations and revenue havebeen impacted due to COVID-19. However there have been no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year of the Company to which the financial statement relate andthe date of the report.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated under Section 134(3)(c) of the Companies Act 2013 your directorsconfirm as under
i) that in the preparation of the accounts for the financial year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 profit of the Company for the year under review;
iii) that the directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) that since presently there is no operation in the Company the financial statementsare not prepared on a going concern basis.
v) that the directors have laid down internal financial controls which are adequate andwere operating effectively.
vi) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
a. Statutory Auditors
M/s. Batliboi & Purohit Chartered Accountants Firm Registration No. 101048W wereappointed as Statutory Auditors of the Company from the conclusion of 57th Annual GeneralMeeting (FY 2017-18) till the conclusion of 61st Annual General Meeting (FY 2021-22) ofthe Company subject to ratification at every Annual General Meeting of the Company atsuch remuneration as may be mutually agreed between the Board of Directors of the Companyand the Auditors. The Ministry of Corporate Affairs (MCA) vide its circular dated 7 May2018 notified various sections of The Companies (Amendment) Act 2017 thereby modifyingSection 139 of Companies Act 2013. Accordingly the requirement for ratification ofappointment of Statutory Auditors by the shareholders at every Annual General Meeting hasbeen omitted hence no such resolution is proposed at this Annual General Meeting.
Further the reports given by the Auditors M/s. Batliboi & Purohit CharteredAccountants on the Standalone financial statements of the Company for the year ended 31stMarch 2021 form part of this Annual Report.
The Statutory Auditors Report for the Financial year ended 31st March 2021 does notcontain any qualifications reservations or adverse remarks on the financial statements ofthe Company.
The Auditors of the Company have not reported any fraud in terms of the second provisoto Section 143(12) of the Companies Act 2013 .
b. Cost Auditors
Cost Audit is not applicable to the Company for the financial year 2021-22 as per theprovisions of section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014 framedthereunder as well as the Cost Audit Orders issued from time to time.
c. 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 2014Secretarial Audit Report is annexed herewith as Annexure "C" to this report.
The Secretarial Auditor has qualified that the Company has not appointed InternalAuditor required under Company's Act 2013. The Management has responded that presentlythe Company's Directors are looking after the affairs of the Company. Since the Companydoes not have activities the Company has not appointed Internal Auditor.
The Secretarial Auditor has qualified that the Company has re-appointed Whole TimeDirector in the FY 2020-21 for the period of three years however the Company has notfiled E-form MR-1 and MGT-14 for appointment of Whole Time Director required under Section179 117 196 and 197 of the Companies Act 2013 till the signing of the report. Managementhas responded that they will file the required E-forms immediately.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. Theinternal control system of the Company is commensurate with its size scale andcomplexities of its operations. The main thrust of internal audit is to test and reviewcontrols appraise risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.
The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with rule 8of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure "D" tothis Report.
CODE OF CONDUCT
The Code has been prepared and is posted on the website of the Company. The Companybelieves in "Zero Tolerance" against bribery corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts.
WHOLE TIME DIRECTOR AND CFO CERTIFICATION
The Certificate as required under Regulation 17 (8) of the Listing Regulations dulysigned by the Whole Time Director and Chief Financial Officer was placed before the Boardand the same is enclosed to this report and forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY (WBP)
The WBP is in place and is posted on the website of the Company and deal with instanceof fraud and mismanagement if any.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Compliance Officer is responsiblefor implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the websiteof the Company.
All Board Directors and the designated employees have confirmed compliance with theCode.
STATEMENT PURSUANT TO UNIFORM LISTING AGREEMENT
The Company's Equity shares are listed at Bombay Stock Exchange (BSE). The Annuallisting fee for the year 2020-21 has been paid. The bill for the year 2021-22 has not yetbeen received.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2020-2021 nocomplaints were received by the Company related to sexual harassment.
The Company during the financial year complied with the applicable provisions of theSecretarial Standards issued by the Institute of the Companies Secretaries of India
Your Directors wish to thank all the employees of the Company for their dedicatedservice during the year. They would also like to place on record their appreciation forthe continued support received by the Company during the year from all its otherstakeholders.
|Mumbai 23rd April 2021 || |
|Registered Office : || |
By Order of the Board of Directors
|401/405 Jolly Bhavan No. 1 4th Floor || |
For BOMBAY WIRE ROPES LIMITED
|10 New Marine Lines Mumbai - 400 020. || || |
|CIN : L24110MH1961PLCO11922 ||Raj Kumar Jhunjhunwala ||Dr. Anurag Kanoria |
|T: +91 22 2200 3231/4325 ||Whole Time Director ||Director |
|W: www.bombaywireropes.com || || |
|E: firstname.lastname@example.org || || |