To the Members
The Directors of the Company are pleased to present the 56th Annual Report of theCompany along with the Audited
Financial Statements for the Financial Year ended 31st March 2017.
|Particulars || ||( Figures in Rupees Lacs ) |
| ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|Profit/ (Loss) before Tax ||(11.26) ||(38.23) |
|Income Tax for earlier years ||(0.19) ||(20.90) |
|Provision for Tax ||- ||- |
|Balance carried to Balance Sheet ||(11.45) ||(59.13) |
The Board of Directors do not recommend declaration of any dividend.
The Board of the Company is in the process of evaluating alternative businessopportunities which the Company may choose to enter into in the future.
The paid up equity share capital as at March 31 2017 stood at Rs. 53.40 lacs. Duringthe year under review the Company has not issued any shares including shares withdifferential voting rights nor has granted stock options or sweat equity shares to anyemployee nor does it have any scheme to fund its employees to purchase the shares of theCompany. As on March 31 2017 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.
The Company has sub-divided the equity shares of Rs. 10/- into equity shares of Rs. 1/-each through a ballot process with consequential alterations in Memorandum and Articles ofAssociation of the Company during the year.
FINANCE AND ACCOUNTS
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on a historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the state of affairs profits and cash flows of the Company for the year endedMarch 31 2017.
There is no audit qualification in respect of the standalone financial statements bythe statutory auditors for the year under review.
CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility do not apply to the Company.
Pursuant to the provisions of clause 49 of the Listing Agreement read with Circular no.CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014 the code of Corporate Governance is notapplicable since the paid up equity share capital of the Company is below 10 crores andits net worth is below 25 crores on the last day of the previous financial year.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure"A" to this Report.
Appointment of Directors
Shri Raj Kumar Jhunjhunwala (DIN 01527573) is being reappointed as Whole Time Directorfor a period of 3 years.
Necessary resolution for his reappointment is placed before the shareholders forapproval.
Shri Anurag Kanoria (DIN 00200630) Director retires by rotation and being eligibleoffers himself for reappointment.
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 in the fields of manufacturingmarketing finance taxation law governance and/or general management so as to have adiverse 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.
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
Ten (10) Board Meetings were convened and held during the year. The Board hasconstituted an Audit Committee. There has not been any instance during the year where arecommendation of the Audit Committee was not accepted by the Board. The interval betweentwo meetings has been within the maximum period mentioned under section 173 of theCompanies Act 2013.
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Kay 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 OR 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.
The Company has not accepted any public deposit during the financial period underreview.
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.
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
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. 19.3 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.
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 March2017 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 loss 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 the directors have prepared the accounts for the financial year on a goingconcern basis. v) that the directors have laid down internal financial controls which areadequate and were 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
In the last AGM held on 29th September 2016 M/s. Singhi & Co. CharteredAccountants had been appointed as Statutory Auditors of the Company for a period of1(one) year. A Special Notice under section 140(4) of the Companies Act 2013 has beenreceived proposing M/s. Batliboi & Purohit Chartered Accountants (Firm RegistrationNo. 101048W) as auditors of the Company in place of M/s. Singhi & Company who in termsof section 139(2)(b) can not be reappointed for more than 2 terms of five consecutiveyears. As required under section 139 of the Companies Act 2013 the Company has obtaineda written confirmation from M/s. Batliboi & Purohit that their appointment if madewould be in conformity with the limits specified in the said section. Members areaccordingly requested to ratify their appointment as Statutory Auditors and fix theirremuneration.
The Report of the Statutory Auditors forms a part of the Annual Report. Theobservations made in the Auditors Report are self explanatory and do not call for anyfurther comments.
b. Cost Auditors
Cost Audit is not applicable to the Company for the financial year 2017-18 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 Auditors Report for the financial year ended 31st March 2017 does not contain anyqualification reservation adverse remarks or disclaimer.
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.
REVOCATION OF SUSPENSION IN TRADING
The equity shares of the Company are listed with Bombay Stock Exchange (BSE). Tradingin shares had however remained suspended for some period. During the previous year theCompany had started the process for the revocation of the aforesaid suspension and anin-principal approval was received by it from the BSE. The resumption of tradingformalities have been complied with during the year and the Company has got the finalapproval of the BSE for the trading of its equity shares on the Exchange.
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 "B" tothis Report.
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.
| ||By Order of the Board of Directors || |
|Mumbai the 31 July 2017 ||For BOMBAY WIRE ROPES LIMITED || |
|Registered Office : || || |
|401/405 Jolly Bhavan No. 1 ||Raj Kumar Jhunjhunwala ||Dr. Anurag Kanoria |
|th || || |
|4 Floor 10 New Marine Lines ||Wholetime Director ||Director |
|Mumbai 400 020. ||DIN: 01527573 ||DIN: 00200630 |