Dear Members,
Your Directors hereby present the 51st Annual Report of your Company for the
financial year ended 31st March, 2023.
FINANCIAL RESULTS
The financial performance of your Company for the year ended 31st March, 2023 is
summarized below:
Rs in ‘00
|
Financial year Ended 31st March 2023 (Rs.) |
Financial year ended 31st March 2022 (Rs.) |
Turn Over |
- |
- |
Profit / (Loss) before interest, Depreciation & Taxes |
(25498) |
(47577) |
Add/Less Depreciation & Amortisation Expenses |
(3203) |
(3307) |
Profit / (Loss) for the year |
(28701) |
(50884) |
Balance Brought forward from last year |
(4552288) |
(4501404) |
(Loss) carried to Balance Sheet |
(4580989) |
(4552288) |
2. DIVIDEND:
In view of accumulated loss, your Directors regret their inability to recommend any
dividend.
3 OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
With the Repeal of SICA, giving way to NCLT, the company is no more subject to
restrictive provisions of SICA. As such the scheme of rehabilitation of the company which
was under consideration of BIFR has now become abundant. The management is now exploring
the possibilities to enter into new product line
Whatever revival steps were planned so far had become infructuous due to financial
constraint. Conceding prolonged closure of the unit, your directors have nothing to inform
under this head.
4. SHARE CAPITAL
There is no Change to the Authorised , issued , Subscribed & paid up capital of the
company during the year under review.
5. DISCLOSURES:
Related Party Transactions including those covered u/s 188 (1) of Companies Act,2013
The related party transactions during the year within the meaning of Section 188 (1) of
Companies Act,2013 have been disclosed in Annexure C to the Board's Report in form AOC-2.
The Company has formulated a Policy on materiality of Related Party Transactions, while
dealing in Related Party Transactions, in accordance with relevant provisions of Companies
Act, 2013 and Clause 49 of the erst while Listing Agreement and Regulation 23 of SEBI
(Listing Obligations & Disclosure requirements ) Regulations , 2015 though the said
regulation is not applicable to the company in view of exemption allowed under Regulation
15 (2).
6. INVESTOR EDUCATION AND PROTECTION FUND
No amount of unpaid dividends and shares are pending for transfer to the above fund. In
view of financial constraint the company did not declare any dividend since long back.
7. MATERIAL CHANGES AFFECTING THE COMPANY
There is no material changes during the year under review which has affecting the
company .
8. SEXUAL HARRASMENT
Not applicable as there is no women employee in the Company.
9. AUDIT COMMITTEE
The Audit Committee was constituted on 31st January , 2001 . the functioning
of the Audit Committee is governed by a charter duly approved by board which is in line
with the provision of section 177 of the companies Act, 2013 and Clause 49 of the Listing
Agreement :
The role of the Audit Committee includes the following :
1. Oversight of the company's financial reporting process and disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible.
2. Recommendation for appointment , re-appointment , terms of appointment /
reappointment and, if required , the placement or removal of the statutory auditor and the
fixation of audit fees/remuneration.
3. Approval of Payment to statutory Auditors for any other services rendered by
Statutory Auditors.
4. Reviewing , with the management , the annual financial statements before submission
to the board for approval, with particular reference to :
• Matters required to be included in the directors responsibility statement
to be included in the boards report in terms of sub – section (5) of section 134 of
the companies Act , 2013.
• Changes , if any , in accounting policies and practices and reasons for
the same .
• Major accounting entries involving estimates based on the exercise of
judgement by the Management.
• Significant adjustments made in the financial statements arising out of
audit findings.
• Compliance with listing and other legal requirements relating to
financial statements.
• Disclosure of any Related party transactions.
• Qualifications in the draft Audit Report.
5. Reviewing with the management , the quarterly financial statements , before
submission to the board for approval.
6. Reviewing with the management , the statement of used application of funds raised
through an issue (public issue ,right issue, preferential issue, etc.). the statement of
funds utilized for purposes other than those stated in the offer document/
prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of the proceeds of a public or rights issue,, and making appropriate
recommendation to the board to take up steps in this matter.
7. Evaluation of internal financial controls and risk management system.
8. Reviewing , with the management, performance of statutory and internal auditor and
adequacy of the internal control systems.
9. Reviewing the adequacy of internal audit function , if any including the structure
of the internal audit department , staffing and seniority of the official heading the
department , reporting structure coverage and frequency of internal audit.
10. Discussion with internal auditors any significance findings and follow ups there
on.
11. Reviewing the findings of any internal investigations by the internal auditors in
to matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting matter to the board.
12. Discussion with Statutory auditors before the audit commences , about the nature
and scope of audit as well as post audit discussion to ascertain any area of concern.
13. To look in to the reason for substantial defaults in payment to the depositors,
debenture holders, shareholders ( in case of non payment of declared dividends) and
creditors.
14. to review the function of Whistle – Blower mechanism
15. Approval of appointment of CFO (i.e. the whole time finance director or any other
person heading the finance function or discharging that function ) after assessing the
qualifications, experience and background etc. of the candidate.
16. carrying out any other function as is mentioned in the terms of reference of the
audit committee.
17. Review and monitor the auditor's independence , performance and effictiveness of
audit process.
18. Approval or any subsequent modification of transactions of the company with related
parties. 19. Scrutiny of inter – corporate loans and investments.
20. Valuation of undertakings or asset of the company , wherever it is necessary.
The Audit Committee is empowered to :
• Investigate any activity within its terms of reference and to seek any
information it requires from any employee.,
• Obtain legal or other advice from independent professional and secure the
attendance of outsider with relevant experience and expertise, wherever considered
necessary.
Audit Committee is mandate to review :
• Management discussion and analysis of financial conditions and result of
operations. Statement of significant related party transaction (as define by the Audit
Committee) , Submitted by Management.
• Management letters/letters of internal control weakness issued by the
statutory auditors.
• Internal Audit Reports relating to internal control weakness.
• Appointment . removal and terms of remuneration of the chief internal
auditor.
The audit committee is comprised of three independent directors. Company Secretary
& Compliance officer is the secretary of the audit committee. The committee is chaired
by Shri Malay Sengupta. The committee met FOUR times during the year ended 31.03.2023,
i.e. on 26.05.2022, 13.08.2022, 08.11.2022, and 04.02.2023.
Attendence of members at the meeting of Audit Committee held during the Financial year
ended 31.03.2023 were as under : -
Members meetings attended |
Category |
no. of meetings Held |
No. of |
Malay Sengupta |
Independent Director |
4 |
4 |
Jahar Bagchi |
Independent Director |
4 |
2 |
Sontosree Bhattarcharya |
Independent Director |
4 |
3 |
The Chairman of the audit Committee was present at the last AGM held on 13.08.2022.
Audit Committee Report for the year ended march 31, 2023
To the Board of Directors of BWL Limited,
Each member of the Audit committee is an independent director on the date of this
report , according to the defination laid down in Regulation 18 of SEBI ( Listing
Obligation and Disclosure Requirements ) Regulation 2015 and earstwhile clauses 49 of the
listing agreement with the relevant stock exchanges.
The management is responsible for the company's internal controls and financial report
process. The independent auditors are responsible for performing an independent audit of
the company's financial statements in accordance with the indial GAAP and for issuing a
report thereon . The Committee is responsible for overseeing the processes related to
financial reporting and information dissemination.
In this regard , the committee discussed with the companys statutory Auditors the
overall scope for their audit and reviewed the independence , performance and
effectiveness of audit process. The committee also discussed the result of examinations
made by internal auditors, there evaluation of the company's internal financial controls
and the overall quality of financial reporting. The management also presented to the
committee the company's financial statements and also represented that the Company's
financial statements had been drawn in accordance with the Indian GAAP. Based on review
and discussions conducted with the management and the independent Auditors . The audit
committee believes that the company's financial statements are fairly presented in
conformity with Indian GAAP in all material aspects.
The Committee has also reviewed statement of contingent liabilities , management
discussion and analysis, risk assessment and minimization procedure . directors
responsibility statement, financial result and draft audit/limited review reports thereon,
compliances relating to financial statements and draft audit reports , approved (
including modification, if any) Related party transactions and scrutinized inter corporate
loans of the company… During the year, the committee also evaluated the internal
financial control & risks management system of the company and reviewed its
responsibilities as per various applicable provisions of companies act 2013 and listing
agreement. Further the committee affirms that in exercise of power conferred by the policy
under Whistle- Blower Policy/Vigil Mechanism , no personnel had lodge any complain to the
audit committee.
In conclusion , the committee is sufficiently satisfied that it has complied with the
responsibility as outlined in the audit committee's responsibility statement.
|
Malay Sengupta |
Place : Kolkata |
Chairman |
Date : 22.05.2023 |
Audit Committee |
10. Disclosures by Senior Management & Key Managerial Personnel
The Senior Management Personnel make disclosures to the Board periodically regarding:
their dealings in the Company‘s shares if any; and all material financial and
commercial and other transactions with the company if any.
where they have personal interest, stating that the said dealings and transactions, if
any, had no potential conflict with the interest of the Company at large.
The material, financial and commercial transactions where Key Managerial Personnel have
personal interest forms part of the disclosure on related parties referred to in Notes to
Annual Accounts, which was reported to the Board of Directors.
11. Disclosure of accounting treatment in preparation of financial statements
The Company has implemented the applicable accounting standards as notified under the
Companies (Indian Accounting Standards) Rules 2015 as specified in section 133 of the
Companies Act, 2013 read with relevant issues there under in preparation of its financial
statements except for two treatments reasons there - of have been explained in Note 25 and
30 of the financial statements.
12. Details of non-compliance by the Company
BWL has generally complied with all the requirements of regulatory authorities. No
penalties/ strictures were imposed on the Company by Stock Exchanges or SEBI or any
Statutory Authority on any matter related to capital market during the last three years.
However, during the financial year 2021-22 the fines have been paid to BSE Rs 2513 for non
compliance of Regulation 27(2) for December 2013 quarter, 31 for December 2013, 33 for
December 2013, 34 for FY March 2014 &2015, 13(3) for Sepember 2020,31 for September
2020, 6(1) for December 2018 and 44(3) for October 2020. During thr financial year 2022-
23 Rs100 paid to BSE for not uploading voting result of Annual General Meeting. .
13. Code for Prevention of Insider-Trading Practices
In compliance with the SEBI regulations for Insider Trading and the provisions of
Companies Act, 2013, the Company has in place a comprehensive Code of Conduct for
Prevention of Insider Trading, for its management and staff. The Code lays down guidelines
advising them on procedures to be followed and disclosures to be made while dealing with
the shares of BWL, and cautioning them of the consequences of violations. The Company
Secretary has been appointed as the Compliance Officer.
The Company has also formulated a Code of Conduct for Prevention of Insider Trading and
a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
InformationIn accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015,
which has been effective from 15th May, 2015.
14.Whistle-Blower Policy / Vigil Mechanism
BWL has established a forum to which Directors, employees, business associates may
report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's
code of conduct without fear of reprisal through direct touch initiative. All Directors,
employees, business associates have been enabled to have direct access to the Chairman of
the Audit Committee, the forum of this has been named Direct Touch team . The
Whistle-Blower Protection Policy aims to:
• Allow and encourage stakeholders to bring to the management notice
concerns about unethical behaviour, malpractice, wrongful conduct, actual or suspected
fraud or violation of policies.
• Ensure timely and consistent organizational response.
• Build and strengthen a culture of transparency and trust.
• Provide protection against victimization.
The Audit Committee periodically reviews the existence and functioning of the
mechanism. It reviews the status of complaints received under this policy on a quarterly
basis. The Committee has, in its Report, affirmed that no person has been denied access to
the Audit Committee.
15. CEO/ CFO certification
The CEO and CFO certification on the financial statements and the cash flow statement
for the year is placed at the end of this Report.
16. Legal Compliance Reporting
The Board of Directors reviews in detail, on a quarterly basis, the report of
compliance with respect to all applicable laws and regulations. Any non-compliance is
taken up by the Board with utmost business fixation of accountability and reporting of
steps taken for rectification of non-compliance.
17.PUBLIC DEPOSIT: Not applicable
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year under review there was no change in the Directors and KMP.
18. BUSINESS RESPONSIBILITY
REPORT
Not Applicable
19. INDUSTRIAL RELATION:
Industrial relations remained more or less cordial during the year
20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
Please refer Annexure (A) to this Report.
21. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The Board of Directors upon recommendation of Nomination and Remuneration Committee has
laid down the criteria for performance evaluation of Board of the Company, its Committees
and the individual Board members, including Independent Directors.
Performance of each Independent Director is subject to evaluation by the entire Board,
excluding the Director being evaluated.
Performance evaluation by the Board in terms of criteria laid down is the determining
factor of extending , continuing, discontinuing and revisioning terms of appointment, of a
director after expiry of his term.
22. NUMBER OF MEETINGS OF THE BOARD
4 (Four) meetings have been held during the FY 2022-23 .
23. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause
49 of the earst while Listing Agreement.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
in the preparation of the annual accounts for the financial Year ended 31st March, 2023
,the applicable Indian Accounting Standards and Schedule III of the Companies Act, 2013,
have been followed.;
(a) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as at 31st March, 2023 and of the profit
and loss of the Company for the financial year ended 31st March, 2023;
(b) proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(c) the annual accounts have been prepared on a ‘going concern' basis;
(d) proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(e) Proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
25. AUDITORS AND AUDITOR'S REPORT:
Statutory Auditor
The observations of the Auditors when read with the corresponding reference in Notes on
Accounts will be found self explanatory.
Secretarial Audit:
CS. Ms. Soma Sasha, Company Secretary has conducted the Secretarial Audit of your
Company for the year 2022-23. The Secretarial Audit Report is annexed herewith as
"Annexure - [B]" to this Report. The observations of the Auditors and further
comments thereon will be found self explanatory.
26. ANNUAL RETURN:
This is available in the company's website . ( www.bhilaiware.com)
27. RELATED PARTY TRANSACTIONS:
The details of related party transactions as required under Ind AS 24 are set out in
Note 22 to the Financial Statement forming part of this Annual Report.
The Form AOC – 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read
with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out as Annexure (C) to this
Report.
28. LOANS AND INVESTMENTS:
Not applicable.
29. RISK MANAGEMENT:
The Risk Management Committee constituted on 6th August,2015 and the role of
the committee is as under :
1. Preparation of Risk Management Plan, reviewing and monitoring the same on
regular basis.
2. To update Risk Register on quarterly basis.
3. To review appropriateness of risk factors identified by management.
4. To take cognizance of internal and extraneous situation in domestic and
global context with prosperity to aggravate risk factors.
5. To review critical risks identified by Joint Chief Risk Officer(s) and
Management Committee on quarterly basis.
6. To report key changes in critical risks to the Board on quarterly basis.
7. To report critical risks to Audit Committee in detail on yearly basis.
8. To perform such other functions related to risk scenario as may be deemed or
prescribed fit by the Board
30. CORPORATE SOCIAL RESPONSIBILITY:
Not applicable.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT
GO:
Please refer Annexure [D] to this Report.
32. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:
Nil
33. Details in respect of adequacy of internal financial control (IFC) with reference
to the financial statements ( Rule 8 (5) (viii) of Companies (Accounts) Rules , 2014
Despite meager activity level due to prolonged suspension of work IFC mechanism is
sound enough to ensure true and fairness of financial statements in limited context of
Company's functioning .
Details of control mechanism in existence include :
a) Periodic physical verification of Fixed Assets and comparison there of with book
records at least once in a year :
b) Periodic physical verification of inventories at least once in a year and comparison
there of with book records.
c) Quarterly physical verification of cash d) Keeping Bank Reconciliation statement up
to date on monthly basis e) Keeping accounts up to date on regular basis f) Timely payment
of all statutory dues without default
g) Regular assessment of Risk factors on possible crystallization of liabilities under
dispute by way of consultation with concerned legal Practitioners
h) Restricting issuance of Cheque under joint authority of whole Time Director and CFO
.
i) Compliance of all formalities laid down under Companies Act and Listing Obligations
so far possible without any default.
j) Ensuring proper Security arrangement for safe - guarding the assets and regular
inspection by WTD (also a qualified engineer) of Assets to take measure against possible
deterioration in their operability.
True that control matrix's could not be developed to plug every loopholes
Which is attributed to dismal financial standing of the company including . restriction
on usability of available fund as well imposed by authorities. k) Gearing up financial
control through cost curtailment measure.
Self evolution of Board including it's Committee and Individual members section ( 134
(3) (P) of Companies Act,2013 )
Being under prolonged closure , time is not ripe to assess performance of overall Board
or any Committee of Board or any individual member of Board except for affort of
management to overcome present impasse arising due to pending decision from BIFR, the
progress of proceedings at the end of directorate being observed miserably slow and
finally w.e.f 01/12/ 2016 SICA has been repealed and Insolvency and Bankruptcy Code, 2016
has been introduced. As per new enactment a company in respect of which such appeal or
reference or enquiry stand abated may make reference to Company Law Tribunal under the
insolvency and Bankruptcy Code, 2016 within one hundred and eighty days from the
commencement of the Code in accordance with the provision of the Code i.e. default in
payments of financial debt or operation debt. As your Company has no financial debt or
undisputed operational debt , as such not covered under the Code.
34. The evolution exercise had been predominantly restricted to adherences' of
statutory compliances'.
a) Board sat and took up issues in due cognigence of statutory requirement and other
utilitarian considerations without default or negligence.
b) Each committee of the Board performed duties entrusted to each by Board , listing
obligations and Companies Act,2013 and no deficiencies is prima facie noticeable in their
functioning .
c) Each of Independent members of the Board did their best to assist Board in
performance of it's duties and responsibilities according to exigency of situation –
legal and practical.
Each Whole Time Director did their best to perform responsibilities conferred on them
in executive capacity as well as member of the Board.
35. Risk Management Policy - Development & Identification of Risk that may
Jeopardize Company's existence (134 (3) (N) )
a) Statutory Liabilities in dispute as refereed to in financial statement :
Legal opinions are in favour of practically absence of any Risk on account of vexatious
grounds of raising of demands by the directorate. As such same do not deserve to be
reckoned as genuine in risk factor as per opinion of the management.
b) Comprehensive Business Continuity Plan ((CBCP) and Disaster Recovery Plan .
i) CBCP
True that due to prolong closure , market contract has suffered to some extend .
However years old track record of the Company read with absence of not many similar Unit
coming up within interim period establishing the company's market in terms of it's former
– self is likely to meet any serious challenge.
However foundation of such plan in comprehensive contest is awaited.
ii) DRP
Issues which may prove disasters to the destiny of Company include Govt. Policy ,
Technological metamorphosis, cyber risk.
Notwithstanding absence of any definite remedy plan on aforesaid risk predicaments the
company is trying to save it's existing fund base adjust with new dispensation in days
ahead.
However, cyber protection measure is costly a device to initiate at this point of
financial standing of the Company
APPRECIATION
Your Directors express their appreciation for support extended by the employees,
customers, vendors and other agencies. The members wish to place on record their sincere
appreciation for the wise council, guidance and cooperation extended, by all .The Board
express as thanks and gratitude to share holders for their continued confidence reposed on
the management.
|
For and on behalf of the Board |
|
Sunil Khetawat |
|
Managing Director & CEO |
Place : Kolkata |
|
Date : 22.05.2023 |
|
|