BWL LIMITED NOTICE Notice is hereby given that the Forty -third Annual General Meeting of the Company will be held at Steel Club, Sector- 8, Bhilai- 490 006 (Chhattisgarh) on 30 th September, (Wednesday) 2015 at 4.30 P.M to transact the following business: A. ORDINARY BUSINESS : 1. To consider and adopt the accounts of the company for the financial year ended 31st March, 2015 and the report of the Board of Directors and Auditors thereon. 2. To appoint M/s G. Basu & Co., Chartered Accountants as Auditors to hold Office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the company and to fix their remuneration. B. SPECIAL BUSINESS: 3. Re-appointment of Shri Sunil Khetawat (DIN : 00391080) , Managing Director & Chief Executive Officer and in this regard to consider and if thought fit to pass with or without modification the following Resolution as a Ordinary Resolution: “RESOLVED THAT in accordance with the provision of sections 196 , 197 and 203 read with Schedule V and other applicable provisions , if any , of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 (including any Statutory modification(s) or re- enactment (s) thereof , for the time being in force ) , the Company accords it’s approval and consent to the Re-appointment with Remuneration payable to Shri Sunil Khetawat, Whole Time Director presently designated as Managing Director and Chief Executive Officer w.e.f. 01.04.2016 for a further period of 5(five) years.“ “Resolved Further That the Remuneration of Shri Sunil Khetawat will be as under : (a) (i) Salary Rs. 50,000/- (Rs. Fifty thousand only) per month in the scale of Rs. 50,000/- Rs. 4000/- Rs. 66000/-. (ii) Commission: 1 % of the Net profits of the company as per Section 197 of the Companies Act, 2013 subject to a ceiling of 50% of the Annual Salary. (C) Perquisites and Allowances: (i) Furnished residential accommodation with water, Gas, Electricity etc. monitory value of which may be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. The above is subject to the following : a) The expenditure incurred by the company on having accommodation for him will be subject to ceiling of 50% of salary over and above 10% payable by him. b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing will be evaluated as per the Income Tax Rules, 1962. This will , how over , be subject to a ceiling of 10% of the salary paid to him. 1
Transcript
BWL LIMITED
NOTICE Notice is hereby given that the Forty -third Annual General Meeting of the Company will be held at Steel
Club, Sector- 8, Bhilai- 490 006 (Chhattisgarh) on 30th
September, (Wednesday) 2015 at 4.30 P.M to
transact the following business: A. ORDINARY BUSINESS :
1. To consider and adopt the accounts of the company for the financial year ended 31st March,
2015 and the report of the Board of Directors and Auditors thereon.
2. To appoint M/s G. Basu & Co., Chartered Accountants as Auditors to hold Office from the
conclusion of this Annual General Meeting until the conclusion of the next Annual General
Meeting of the company and to fix their remuneration. B. SPECIAL BUSINESS:
3. Re-appointment of Shri Sunil Khetawat (DIN : 00391080) , Managing Director & Chief
Executive Officer and in this regard to consider and if thought fit to pass with or without
modification the following Resolution as a Ordinary Resolution:
“RESOLVED THAT in accordance with the provision of sections 196 , 197 and 203 read
with Schedule V and other applicable provisions , if any , of the Companies Act,2013 and
the Companies (Appointment and Remuneration of Managerial Personnel ) Rules , 2014 (including any Statutory modification(s) or re- enactment (s) thereof , for the time being in
force ) , the Company accords it’s approval and consent to the Re-appointment with
Remuneration payable to Shri Sunil Khetawat, Whole Time Director presently designated
as Managing Director and Chief Executive Officer w.e.f. 01.04.2016 for a further period of
5(five) years.“
“Resolved Further That the Remuneration of Shri Sunil Khetawat will be as under :
(a) (i) Salary Rs. 50,000/- (Rs. Fifty thousand only) per month in the scale of Rs. 50,000/-
Rs. 4000/- Rs. 66000/-.
(ii) Commission: 1 % of the Net profits of the company as per Section 197 of the
Companies Act, 2013 subject to a ceiling of 50% of the Annual Salary. (C) Perquisites and Allowances: (i) Furnished residential accommodation with water, Gas, Electricity etc. monitory value of which may
be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. The above is
subject to the following :
a) The expenditure incurred by the company on having accommodation for him will be subject to
ceiling of 50% of salary over and above 10% payable by him.
b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing will be
evaluated as per the Income Tax Rules, 1962. This will , how over , be subject to a ceiling of
10% of the salary paid to him.
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BWL LIMITED ii) Medical facilities of self and Family Reimbursement of expenses actually incurred, the total cost of
which to the Company shall not exceed one month, salary for in a year or three months salary over
a period of three years. iii) Leave Travel concessions for self, wife and minor children once a year and to and fro any place in
India subject to the conditions only actual fare and no Hotel expenses etc. will be allowed. iv) Fees of Clubs to a maximum of two Clubs. This will not include admission and Life Membership
fees. v) Personal accident Insurance of an amount the annual premium of which does not exceed
Rs.1000/-. vi) Company’s contribution towards Provident Fund as per the Rules of the Company but does not
exceeding 12% of the salary. vii) Company’s contribution towards Pension Superannuation Fund as per Rules of the Company but it
shall not together with Company’s contribution to the provident Fund, exceeding 25% of the salary.
However, contribution to Provident Fund and Pension / superannuation fund will not be included in
the computation of the ceiling of perquisites to the extent there, either singly or put together are not
taxable under the Income Tax act, 1961. viii) Gratuity not exceeding one half months salary for each completed year of services, subject to a
ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides. ix) Free use of Car with Driver, for company’s business, the monetary value of which may be
evaluated as per Income Tax Rules, 1962. x) Free Telephone facilities at residence all personal long distance calls shall be billed by the
Company. xi) Encashment of leaves as per Company’s Rules at the end of the tenure.
c) He shall not be paid any sitting fees for attending meeting of the Board of Directors or
Committee thereof.
d) Minimum Remuneration Not with standing anything to the contrary content herein , wherein
any Financial year during the continuance of the tenure of Shri Sunil Khetawat, the Company
has not Profits or it’s Profits are inadequate, the Company will pay Salary and perquisites as
specified above as permitted by the companies Act, 2013.” (4) Re-appointment of Shri Sandeep Khetawat (DIN : 00391181) , Executive Director and in this regard
to consider and if thought fit to pass with or without modification the following Resolution as a
Ordinary Special Resolution:
“RESOLVED THAT in accordance with the provision of sections 196 , 197 and 203 read with Schedule V
and other applicable provisions , if any , of the Companies Act,2013 and the Companies (Appointment
and Remuneration of Managerial Personnel ) Rules , 2014 (including any Statutory modification(s) or re-
enactment (s) thereof , for the time being in force ) , the Company accords
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BWL LIMITED
it’s approval and consent to the Re-appointment with Remuneration payable to Shri Sandeep
Khetawat, Whole Time Director presently designated as Executive Director w.e.f. 01.06.2016 for a
further period of 5(five) years.”
“Resolved Further That the Remuneration of Shri Sandeep Khetawat are as under :
(i) Salary Rs. 46,000/- (Rs. Forty six thousand only) per month in the scale of Rs.46,000/- - Rs.
4500/- - Rs. 62000/-.
(ii) Commission: 1% of the Net profits of the company as per Section 197 of the Companies Act,
2013 subject to a ceiling of 50% of the Annual Salary. D. Perquisites and Allowances :
(i) Furnished residential accommodation with water, Gas, Electricity etc. monitory value of which
may be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. The
above is subject to the following :
a) The expenditure incurred by the company on having accommodation for him will be
subject to ceiling of 50% of salary over and above 10% payable by him.
b) The Expenditure incurred by the Company of Gas , Electricity, Water and Furnishing will
be evaluated as per the Income Tax Rules, 1962. This will, how over, be subject to a
ceiling of 10% of the salary paid to him.
ii) Medical facilities of self and Family : Reimbursement of expenses actually incurred, the total
cost of which to the Company shall not exceed one month , salary for in a year or three months
salary over a period of three years.
iii) Leave Travel concessions for self, wife and minor children once a year and to and fro any
place in India subject to the conditions only actual fare and no Hotel expenses etc. will be
allowed.
iv) Fees of Clubs to a maximum of two Clubs . This will not include admission and Life
Membership fees.
v) Personal accident Insurance of an amount the annual premium of which does not exceed
Rs.1000/-.
vi) Company’s contribution towards Provident Fund as per the Rules of the Company but does not
exceeding 12% of the salary.
vii) Company’s contribution towards Pension Superannuation Fund as per Rules of the Company
but it shall not together with Company’s contribution to the provident Fund, exceeding 25% of
the salary.
However, contribution to Provident Fund and Pension / superannuation fund will not be
included in the computation of the ceiling of perquisites to the extent there, either singly or put
together are not taxable under the Income Tax act, 1961.
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BWL LIMITED
viii) Gratuity not exceeding one half months salary for each completed year of services, subject to
a ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides.
ix) Free use of Car with Driver, for company’s business, the monetary value of which may be
evaluated as per Income Tax Rules, 1962.
x) Free Telephone facilities at residence all personal long distance calls shall be billed by the
Company.
xi) Encashment of leaves as per Company’s Rules at the end of the tenure.
c) He shall not be paid any sitting fees fore attending meeting of the Board of Directors or
Committee thereof.
d) Minimum Remuneration not with standing anything to the contrary content herein, wherein any
financial year during the continuance of the tenure of Shri Sandeep Khetawat, the Company
has not Profits or it’s Profits are inadequate, the Company will pay Salary and perquisites as
specified above as permitted by the companies Act, 2013.” 5. To appoint Mrs. Shahin Basu Majumdar (DIN : 07254960) as an Independent Director and in this
regard, to consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provision of Section 149 and 152 read with Schedule IV and all other applicable provisions, if any , of the Companies Act, 2013 (“ the Act”) and the Companies (Appointment and Qualification of Directors )Rules, 2014 (including any Statutory modification (s) or re-enactment (s) there of , for the time being in force) and Clause 49 of the Listing Agreement, Mrs. Shahin Basu Majumdar, who Qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing under section 160 of the Act from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for 5 (five)
consecutive years for a term up to the date of AGM of 2020 or 5th
August , 2020 which is ever is earlier” .
By order of the Board FOR BWL LIMITED
(SUNIL KHETAWAT) MANAGING DIRECTOR
Place: Kolkata Dated : 6th August, 2015
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BWL LIMITED
NOTE 1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and
vote instead of himself/herself and such proxy need not be a member. 2) Instrument appointing proxy should be deposited at the registered office of the company not less
then 48 hours before the time fixed for the meeting. 3) The Register of Members and Share Transfer Books of the company will remain closed from 23rd
September, 2015 to 30th
September, 2015 ( both days inclusive). 4) The practice of distributing copies of Annual Report at the Annual General Meeting has been
discontinued as a measure of economy. Members are therefore requested to bring their copies of
Annual Report at the meeting. 5) Members are requested to notify any change of address as well as E-mail ID and Bank details to
update our record as well as to serve them efficiently. EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION
102 OF THE COMPANIES ACT, 2013 Item No. 3
Shri Sunil Khetawat was re-appointed as Managing Director of the Company w.e.f. 01.04.2011 with
a remuneration of Rs.50,000/- per month with a scale Rs. 50000/- - 4000/- - 66000/- for further 5 (five) years. Perquisites and Allowances were as per Rules. But in view of financial constraint of the
Company, he has last drawn remuneration at the rate of 50000/- per month till September, 2008.
From April ,2010 he is drawing salary @ Rs 6000/- per month to the extent of 12% EPF (Employee
contribution) on last drawn salary of Rs.50000/- per month and the balance of Rs. 44000/- per
month has been forgone by him. The Company is contributing Rs. 6000/- per month towards
Employer’s Contribution to Provident Fund.
As per the terms of service of Shri Sunil Khetawat , Managing Director & CEO will expire on
31.03.2016, it is necessary to accord the approval and consent to the Remuneration payable to
Shri Sunil Khetawat, Managing Director & CEO for a further period of 5 (five) years i.e. from
01.04.2016 to 31.03.2021.
The proposed terms & conditions of Remuneration of Shri Sunil Khetawat has been furnished in the
Notice.
None of the directors except Shri Sunil Khetawat himself and Shri Sandeep Khetawat , relative of
Shri Sunil Khetawat are concerned or interested in the said Resolution.
A brief C.V. of Shri Sunil Khetawat age 51 years is furnished below:
He is a qualified Mechanical Engineer with Production Engineering as a Special Subject . He was
appointed as a member on the Board of BWL Ltd. in 1991 as a Whole Time Director (operation) .
He is a dynamic member from the Promoter family. He was appointed as Managing Director of the
Company in 1995. He has a rich and varied experience in Steel and Engineering Sector . Currently
he is holding 3,28,064 nos. of shares in the Company.
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BWL LIMITED
He is also Director of two Private Limited Company.
The Board of Directors propose the appointment of Shri Sunil Khetawat and recommend the
Resolution as set out in Item no. 3 for the approval of the Share holders at the ensuing Annual
General meeting.
Other than Shri Sunil Khetawat and Shri Sandeep Khetawat and their relatives, none of the
Directors, KEY Managerial personnel or their relatives are concerned or interested in the proposed
Ordinary Resolution as set out in Item no. 3 of this Notice. This Explanatory Statement may also be
regarded as disclosure under Clause 49 of the Listing Agreement. Item No. 4
Shri Sandeep Khetawat was re-appointed as Whole Time Director of the Company w.e.f.
01.06.2011 with a remuneration of Rs.46,000/- per month with a scale Rs. 46000/- - 4500/- - 62000/- for further 5 (five) years. Perquisites and Allowances were as per Rules. But in view of
financial constraint of the Company, he has last drawn remuneration at the rate of 46000/- per
month till September, 2008. From April ,2010 he is drawing salary @ Rs 5520/- per month to the
extent of 12% EPF (Employee contribution) on last drawn salary of Rs.46000/- per month and the
balance of Rs. 42550/- per month has been forgone by him. The Company is contributing Rs. 5520/- per month towards Employer’s Contribution to Provident Fund.
As per the terms of service of Shri Sandeep Khetawat , Whole Time Director , Designated as
Executive Director will expire on 31.05.2016, it is necessary to accord the approval and consent to
the Remuneration payable to Shri Sandeep Khetawat,Whole Time Director for a further period of 5
(five) years i.e. from 01.06.2016 to 31.05.2021.
A brief C.V. of Shri Sandeep Khetawat age 45 years is furnished below:
He is a Commerce Graduate .He was appointed as a member on the Board of BWL Ltd. in 2001 as
a Whole Time Director , Designated as Executive Director. He is a dynamic member from the
Promoter family. He has a rich and varied experience in Finance and Marketing of Steel and
Engineering Sector. Currently he is holding 2,17,426 nos. of shares in the Company.
He is also Director of one Listed Public Company and four Private Limited Company.
The Board of Directors propose the appointment of Shri Sandeep Khetawat and recommend the
Resolution as set out in Item no. 4 for the approval of the Share holders at the ensuing Annual
General meeting.
Other than Shri Sandeep Khetawat and Shri Sunil Khetawat and their relatives, none of the
Directors, KEY Managerial personnel or their relatives are concerned or interested in the proposed
Ordinary Resolution as set out in Item no. 4 of this Notice. This Explanatory Statement may also be
regarded as disclosure under Clause 49 of the Listing Agreement. Item No. 5
Mrs. Shahin Basu Majumdar, ( DIN 07254960) who was appointed as an Additional Director
of the Company w.e.f.6th
August,2015 and who in terms of Section 161 of the Companies
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BWL LIMITED
Act,2013 holds office up to the date of this Annual General Meeting and her CV and other
particulars are stated below :
The Company has received declaration from Mrs . Shahin Basu Majumdar that she meets the
criteria of independence as prescribed under section 149 (6) of the Companies Act, 2013 and also
under clause 49 of the Listing Agreement with the stock exchange. She has further confirmed that
she has not disqualified from being appointed as Director under section 164 of the said Act. The
Board of Directors are of the opinion that Mrs. Shahin Basu Majumdar is a person of integrity and possess relevant expertise and experience and is eligible and fulfils the conditions specified by the
Companies Act, 2013 for the position of an Independent Director of the Company. The Board
considers that her association as Director will be beneficial to and in the interest of the Company.
A brief CV of Mrs. Shahin Basu Majumdar age 64 years is furnished below:
She is MA (Sociology) from Annamalai University, diploma in Social Works (Labour Welfare) from
Calcutta University and B.Sc (Hons.) from Bombay University. The Board of Directors appointed
her as Additional Director in the Board Meeting held on 06.08.2015. She joined in as a Personnel
Executive in Bhilai Steel Plant of Steel Authority of India (SAIL) in the year 1973and subsequently
became joint Director and Head of Human Resources, Purchase and General Administration at HQ of Environment Management Division of SAIL at Kolkata and took voluntary retirement in 2005.
She has a rich and wide experience in Human Resources of Steel Sector. She is not holding any
share of the Company. She is also not Director of any other Company.
The Board of Directors propose the appointment of Mrs. Shahin Basu Majumdar and recommend
the Resolution as set out in Item no. 5 for the approval of the Share holders at the ensuing Annual
General meeting.
Other than Mrs. Shahin Basu Majumdar and her relatives, none of the Directors, KEY Managerial
personnel or their relatives are concerned or interested in the proposed Ordinary Resolution as set
out in Item no. 5 of this Notice. This Explanatory Statement may also be regarded as disclosure
under Clause 49 of the Listing Agreement.
The copy of resolution passed by the Board of Directors in its meeting held on August 6th, 2015
approving the appointment of said director for a term of 5 (five) consecutive years is available for
inspection by the members of the Company at its Registered Office between 11.00 a.m. to 1.00
p.m. on all working days till the date of Annual General Meeting. 7
BWL LIMITED
BOARD REPORT Dear Members, Your Directors have pleasure in presenting the 43rd Annual Report of your Company for the financial
year ended 31st March, 2015. FINANCIAL RESULTS The financial performance of your Company for the year ended 31st March, 2015 is summarized below: Financial year Financial year Ended 31st March ended 31st March
2015 (Rs.) 2014 (Rs.)
Turn Over - -
Profit / (Loss) before interest, Depreciation & Taxes (22,37,847) (16,01,164)
Add: Depreciation 4,35,405 4,05,925
Profit / (Loss) for the year (26,73,252) (20,07,089)
Balance Brought forward from last year (42,03,28,159) (41,83,21,070)
(Loss) carried to Balance Sheet (42,30,01,411) (42,03,28,159)
2. DIVIDEND: In view of accumulated loss, your Directors regret their inability to recommend any dividend.
3 OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:
The Scheme of Rehabilitation of the company under consideration of BIFR provides, inter alia road map of commencing production at commercial level, gradual capacity build up and establishment of viability of the company in long term prospective. The management aspires to pursue said road map after the same being approved by the Apex Body. 4. MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis has been set out in the Corporate Governance Report. 5. PUBLIC DEPOSIT:
Your company has not accepted any deposit within the meaning of Section 73 and 74 of the
Companies Act,2013 read together with Companies, (Acceptance of Deposit) Rules , 2014. 6. CORPORATE GOVERNANCE:
Your Company has generally complied with applicable provisions of the Listing Agreement with
the Stock Exchanges where its Shares are listed. A separate Report on Corporate Governance
as per Clause 49 of the Listing Agreement along with Auditor’s certificate on it’s compliance is
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BWL LIMITED
annexed herewith as Annexure ( A ) to this Report. 7. BUSINESS RESPONSIBILITY REPORT:
Your Directors are unable to furnish the Business Responsibility Report as per Clause 55 of the
Listing Agreement as the operation is closed since July, 2008 and the Rehabilitation proposal is
pending before the Hon,ble BIFR . 8. INDUSTRIAL RELATION:
Industrial relations remain more or less cordial during the year. 9. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
Please refer para 4 in para of Nomination and Remuneration Committee of Corporate
Governance Report and Annexure (B) to this Report. 10. ANNUAL EVALUATION OF BOARD’S PERFORMANCE:
Please refer Remuneration Policy etc of Corporate Governance Report. 11. NUMBER OF MEETINGS OF THE BOARD
4 (Four) 12. 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 Listing
Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial Year ended 31st March, 2015,
the applicable accounting standards and Schedule III of the Companies Act, 2013, have
been followed and there are no material departures from the same;
(b) 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, 2015 and of the profit and
loss of the Company for the financial year ended 31st March, 2015;
(c) 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;
(d) the annual accounts have been prepared on a ‘going concern’ basis;
(e) 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 9
BWL LIMITED
(f) Proper systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively. 14. AUDITORS AND AUDITOR’S REPORT:
Auditors
M/s. G.Basu & Co., Chartered Accountants, who retire at the ensuing AGM of your Company are
eligible for re-appointment. Your Company has received written consent and a certificate stating
that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in
accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under. As required under Clause 49 of the Listing Agreement, M/s. G.Basu & Co., Chartered
Accountants, have also confirmed that they hold a valid certificate issued by the Peer Review
Board of ICAI.
The Audit Committee and the Board of Directors recommended the appointment of M/s G.Basu &
Co. , Chartered Accountants as the Auditors of your Company for the Financial year 2015-16 till
conclusion of the next AGM.
The observations of the Auditors when read with the corresponding reference in Notes on
Accounts will be found self explanatory.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has
appointed M/s V.P.Mahipal & Co., Practicing Company Secretary to conduct the Secretarial Audit
of your Company. The Secretarial Audit Report is annexed herewith as “Annexure - [C]” to this
Report. The observations of the Auditors and further comments thereon will be found self
explanatory. 15. EXTRACT OF ANNUAL RETURN:
Pease refer Annexure [D] to this Report. 16. RELATED PARTY TRANSACTIONS:
The details of related party transactions as required under Accounting Standard -18 are set out in
Note 21 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 (E) to this Report. 17. LOANS AND INVESTMENTS:
Not applicable. 18. RISK MANAGEMENT:
Please refer para 6 (six) of the Corporate Governance Report.
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BWL LIMITED 19. CORPORATE SOCIAL RESPONSIBILITY:
Not applicable. 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GO:
Please refer Annexure [F] to this Report. 21. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status of your Company and its operations in future.
There is no material changes and commitments, affecting the financial position of the Company
for the year ended 31st March,2015 and the date of this Report. 22. APPRECIATION:
Your Directors express their appreciation for support extended by the employees, customers,
venders 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
Place: Kolkata Date: 6th August, 2015
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BWL LIMITED
ANNEXURE (A)
CORPORATE GOVERNANCE: 1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:
Your Company has consistently followed the principles of good corporate governance through
transparency in dissemination of information to stakeholders and adhering to objectives, the
doctrine of Corporate Governance stands for. Your Company believes that the Code on Corporate Governance provides a structure by which the
rights and responsibilities amongst different participants in the organization, such as the Board of
Directors, employees, shareholders and other parties are clearly defined and coordinated, so as to
ensure that the Company’s performance are adequately measured and monitored for
accomplishment of its basic objective. As a listed company, BWL Limited adheres to listing requirements. It has generally complied with in
all material respect the requirements of Corporate Governance specified in the Listing Agreement
with the BSE barring few exceptions referred to in audit certificate which were beyond control of the
management to adhere to on economic and other practical grounds. 2. BOARD OF DIRECTORS - COMPOSITION
As on the date of this report, the Board of Directors of your Company consists of 5 (five) members comprising of 2 (two) Executive Promoter Directors and 3 (three) Independent Non-executive
Directors. The Chairman of the Board of Directors is an Executive Director. Out of two Executive
Directors one are not member of Board of Directors in any other public company. Mr. P. Choudhury
holds the office of director in an unlisted public company where he is not member in any committee
of Board of Directors.Shri Malay Sengupta does not hold the office of Director in any other company. Mrs. Shahil Basu Majumdar appointed on the date of this report as an Additional Director
(Independent), does not hold Directorship in any other company.
Board Meetings held during the year:
Four Board meetings were held during the year ended 31st March, 2015, respective dates of
meeting being 28th May’2014, 08th August’ 2014, 13th November,2014 and 7th February,2015. DIRECTORS’ REMURETION: Details of the Remunerations paid/payable to whole time Directors for the financial year ended
31.03.2015 is as under: Name Salary Allowance & Cont. to Prov. Total Perquisites & other Fund
(Rs.) (Rs) (Rs) (Rs)
Sunil Khetawat 72000 45300 100846 218146
Sandeep Khetawat 66240 36600 92778 195618 The Company does not have any other scheme of remuneration to the Whole time Director. In view of
dismal performance of company and sick industrial status, the whole time directors have been foregoing
lion’s share of their salaries and house rent allowance since 01.10.2008. 12
BWL LIMITED b) Non-Executive Directors :
Non-Executive independent Directors get sitting fees for attending Board/ Committee Meetings.
The details of Fees paid/payable to the Non-executive independent Directors for the financial year
ended 31st March 2015 are as under:- Prabir Chaudhury Malay Sengupta Rs. Rs
Special Meeting of Independent Directors 3000 3000
Total 30000 30000
Attendance of Directors at the Board Meetings and the last AGM:
Name Number of Board Attendance in Meeting attended the last AGM held on 07.08.2014
Sunil Khetawat 2 Yes
Sandeep Khetawat 3 -
Prabir Choudhury 4 Yes
Malay Sengupta 4 Yes
Independent Directors: As mandated by Clause 49, the Independent Directors on BWL’s Board: a. are persons of integrity and possess relevant expertise and experience; b. i. are not a member of promoter’s group or its associate company;
ii) related to the promoters or directors or associate companies. c. apart from receiving Director’s Remuneration, have no material pecuniary relationship with the
company, or associate company, or their Promoters, or Directors, during the two immediately
preceding financial years or during the current financial year; d. none of their relatives have or had pecuniary relationship or transaction with the company, it’s
associate company, or their promoters, or directors, amounting to two percent or more of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the current
financial year;
13
BWL LIMITED e. are neither themselves nor any of their relatives —
i. hold or have held the position of a key managerial personnel or are or have been employee of
the company or its associate company in any of the three financial years immediately
preceding the financial year in which they were appointed;
ii. are or have been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which they are proposed to be appointed, of —
A. a firm of auditors or company secretaries in practice or cost auditors of the company or its
associate company; or
B. any legal or a consulting firm that has or had any transaction with the company, its
associate company amounting to ten percent or more of the gross turnover of such firm;
iii. hold together with their relatives two percent or more of the total voting power of the company;
or
iv. is a Chief Executive or director, by whatever name called, of any non-profit organization that
receives twenty-five percent or more of its receipts from the company, any of its promoters,
directors or its associate company or that holds two percent or more of the total voting power
of the company;
v. is a material supplier, service provider or customer or a lessor or lessee of the company;
f. is not less than 21 years of age. Maximum tenure of Independent Directors: In accordance with Section 149(11) of the Companies Act, 2013, the current tenure of Independent
Directors of the Company is for a term of 5 consecutive years from the date of last AGM held on
07.08.2014 up to the conclusion of AGM to be held in the calendar year 2019. Formal Letter of appointment to Independent Directors In accordance with Clause 49 of the Listing Agreement, the Company has issued formal letters of
appointment to all the Independent Directors. Performance evaluation of Independent Directors 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. In compliance with Clause 49 of the Listing Agreement, the performance of all the Independent
Directors are subject to evaluation by the entire Board, excluding the Director being evaluated. Performance evaluation done by the Board, are determining factors whether to extend or continue
terms of appointment, of directors whenever their respective terms expire. Separate Meeting of the Independent Directors The Independent Directors of the Company met separately on 11th March, 2015 without the presence
of Non-Independent Directors and the members of management. The meeting was attended by all the
Independent Directors .The meeting was conducted informally to enable the Independent Directors
14
BWL LIMITED to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board
of Directors of the Company. In accordance with the Listing Agreement, following matters were, inter-
alia, discussed in the meeting: - Performance of Non-Independent Directors and Board as a whole. - Performance of the Chairman of the Company after taking into consideration the views of Executive
and Non-Executive Directors. - Assessment of the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties. Familiarization Programme for the Independent Directors The Company conducts Familiarization Programme for the Independent Directors enabling them with
the opportunity to familiarize with the Company, its management and its operations so as to gain a clear
understanding of their roles and responsibilities and contribute significantly towards the growth of the
Company. They have full opportunity to interact with Senior Management Personnel and are provided
all the documents required and sought by them for a good understanding of the Company, its various
operations and the industry of which it is a part. Information Supplied to the Board The Board has complete access to all information with the Company. All Board meetings are governed
by a structured agenda which is backed by comprehensive background information. The following information are regularly provided to the Board, as part of the agenda papers at least a
week in advance of the Board meetings. Detailed Business Review. • Annual operating plans and budgets and any update thereof. • Capital budgets and any updates thereof. • Annual and Quarterly financial results for the Company. • Minutes of the meetings of the Audit Committee and other Committees of the Board. • Information on recruitment and remuneration of senior officers just below the level of Board,
including the appointment or removal of Chief Financial Officer and Company Secretary. • Materially important show cause, demand, prosecution notices and penalty notices. • Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. • Any material default in financial obligations to and by the Company, or substantial non-payment for
goods sold by the Company. • Significant labour problems and their proposed solutions. Any significant development on Human
Resources / Industrial Relations front, like signing of wage agreement, implementation of voluntary
retirement scheme, etc.
15
BWL LIMITED • Sale of material nature, of investments, assets, which is not in the normal course of business.
Non-compliance of any regulatory, statutory or listing requirements and shareholders’ service, such
as non transfer of Shares etc. • Details of investment of surplus funds available with the Company . • Details of dealings in Company‘s share by members of the Board/ Senior Management. • Details of commercial or any other dealings by firms/ companies in which members of the Board/
Senior Management or their relatives hold shares. • Details of Inter Corporate Loans, Investments and Guarantees made/ given by the Company. • Detailed status on the Business Risks being faced by the Company and their mitigation plan. • Changes in Shareholding Pattern of the Company. • Details of Contingent Liabilities. • Statement on Compliance with Code of Conduct. • Post Meeting follow up system: The Company has an effective post Board Meeting follow up
procedure. Action taken report on the decisions taken in a meeting is placed at the immediately
succeeding meeting for information of the Board. • The Board has established procedures to periodically review compliance report of all laws
applicable to the Company as well as steps taken by the Company to rectify instances of non-
compliance. Succession Plan: The Board of Directors has satisfied itself that plans are in place for orderly succession for appointment
to the Board and to Senior Management. Roles and Responsibilities of Board Members The duties of Board Members as a Director in general have been enumerated in Section 166 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement and as Independent Directors in
particular in Schedule IV of the Companies Act.,2013. CODE OF CONDUCT Commitment to ethical code in professional conduct is a must for every employee, including Board
members and Senior Management Personnel of BWL. The ethics of the Code is intended to serve as
basis for decision-making in conduct of business. The Code of Conduct enjoins that each individual in
the organization must know and respect existing laws, accept and provide appropriate professional
views, and be upright in his conduct and observe corporate discipline. The duties of Directors including
duties as an Independent Director as laid down in the Companies Act, 2013 form part of the Code of
Conduct. All Board members and Senior Management Personnel affirm compliances with the Code of Conduct
annually. A declaration signed by the Chief Executive Officer (CEO) to this effect is placed at the end of
this report. 16
BWL LIMITED COMMITTEES OF THE BOARD BWL, on the date of this report , has four Board level Committees: A. Audit Committee, B. Nomination and Remuneration Committee, C. Risk Management Committee, and D. Stakeholders Relationship Committee. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of
various Committees. Details on these Committees, are provided below: 3. 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 the 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/re-appointment and, if
required, the replacement 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 the 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 Director’s Responsibility Statement to be included in the
Board’s 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 judgment 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.
17
BWL LIMITED 6. Reviewing with the Management, the statement of uses/application of funds raised through an
issue (public issue, rights 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 recommendations 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 significant findings and follow ups there on. 11. Reviewing the findings of any internal investigations by the Internal Auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the 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 into the reasons 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 functioning of the 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 effectiveness 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 assets 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
outsiders with relevant experience and expertise, wherever considered necessary.
Audit Committee is mandated to review:
• Management discussion and analysis of financial conditions and results of operations. 18
BWL LIMITED Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by
Management. • Management letters/letters of internal control weaknesses issued by the Statutory Auditors. • Internal Audit Reports relating to internal control weaknesses. • Appointment, removal and terms of remuneration of the Chief Internal Auditor. On the date of this report, the Audit Committee is comprised of Three Independent Directors. During the
financial yesr 2014-15 the Committee was comprised of two Independent Directors and one Executive
Directors. DGM(F&A) 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 31.03.2015,
i.e. on 28.05.2014, 08.08.2014, 13.11 2014 and 07.02.2015. Attendance of Members at the meeting of the Audit Committee held during the Financial year ended
31.03.2013 were as under:- Members Category No. of No. of Meetings held meetings attended
Malay Sengupta (Chairman) Independent Director 4 4
Prabir Chaudhury Independent Director 4 4
Sandeep Khetawat Promoter Executive Director 4 3 On 06.08.2015 , Shri Sandeep Khetawat resigned from the Committee and Mrs. Shahin Basu Majumdar
has been inducted as a Member of the Committee. The Chairman of the Audit Committee was present at the last AGM held on 7th August,2014. Audit Committee Report for the year ended March 31, 2015 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 definition laid down in Clause 49 of the Listing Agreement with the relevant Stock Exchanges. The Management is responsible for the Company’s internal controls and financial reporting process.
The Independent Auditors are responsible for performing an independent audit of the Company’s
financial statements in accordance with the Indian 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 Company’s 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, their 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.
19
BWL LIMITED Based on its review and discussions conducted with the Management and the Independent Audittors.
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
results and draft audit/ limited review reports thereon, compliances relating to financial statements and
draft auditors’ report, 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 & Risk 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 policy under Whistle-Blower Policy/ Vigil
Mechanism, no personnel had lodged any complain to the Audit Committee. The Committee is recommending to the Board the re -appointment of M/s G Basu & Co., Chartered
Accountants, as Statutory Auditors of the Company, to carry out audit of the accounts of the Company
for the financial year 2015-16. In conclusion, the Committee is sufficiently satisfied that it has complied with the responsibilities as
outlined in the Audit Committee’s responsibility statement. Malay Sengupta
Place: Kolkata Chairman,
Date: August 6, 2015 Audit Committee
20
BWL LIMITED 4. NOMINATION AND REMUNERATION COMMITTEE:
In compliance with Section 178 of the Companies Act, 2013 and Clause 49 (iv) of the Listing
Agreement, the erstwhile Remuneration Committee has been renamed as Nomination and
Remuneration Committee with broad basing of it’s functional spheres to adhere to revised
exigencies. Composition
As on March 31, 2015, the Nomination and Remuneration Committee comprises of the following 3 Directors:
1. Shri Prabir Chaudhury, Chairman 2. Shri Malay Sengupta , Member 3. Shri Sunil Khetawat, Member
On 06.08.2015 Shri Sunil Khetawat has resigned to give way to induction of Mrs. Shahin Basu
Majumdar an Independent Director as a Member of the Committee . Meetings and Attendance
During the financial year 2014-15, the Nomination and Remuneration Committee met 1 time on
28.05.2014. The details of attendance of the Nomination and Remuneration Committee meetings are as under:
Members Category No. of No. of Meetings held meetings attended Prabir Chaudhury (Chairman) Independent Director 1 1 Malay Sengupta Independent Director 1 1 Sunil Khetawat Promoter Executive Director 1 1 Shri Prabir Chaudhury , Chairman of the Committee attended the AGM held on 7th August, 2014 to
answer shareholders‘ queries. The roles and responsibilities of the Committee include the following: 1. Formulate the criteria for determining qualifications, positive attributes and independence of a
Director. 2. Identifying persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down for, recommending to the Board their
appointment and removal. 3. Formulate the criteria for evaluation of Director’s and Board’s performance and to carry out the
evaluation of every Director’s performance. 4. Devising a policy on Board diversity. 5. To engage the services of consultants and seek their help in the process of identifying suitable
person for appointments as members of the Board. 6. To decide the remuneration of consultants engaged by the Committee. 7. Framing, recommending policies of Remuneration and other compensation of Directors and KEY &
Senior Managerial Personnel to the Board and implementing same , on behalf of the Board, by way
of ensuring.
21
BWL LIMITED
a) reasonability and attractability of the level and composition of remuneration, to retain and
motivate Directors and KMP of the quality of service required to run the company successfully. b) clear and appropriate performance benchmarked relationship between remuneration and
performance . c) balance between fixed and incentive pay reflecting short and long term performance objectives
appropriate to the working of the company and its goals.
d) considering, approving and recommending to the Board changes in designation and increase
in salary of the Directors, KMP and Managerial Personnel. Remuneration Policy The remuneration paid to Whole Time Executive Directors of the Company is approved by the Board of
Directors based on the recommendation of the Nomination and Remuneration Committee for the
purpose of obtaintion of Share holders approval in General Meeting. The remuneration strategy is
market-driven in due cognigence of exigencies of the situations taking in to account the existing industry
practice and objective considerations within limitation of the Company. The detailed policy is attached
as annexure of this report. 1. Independent Directors :
Except for sitting fees, no other benefit is given to them at present. 2. Executive Directors :
Whole Time Executive Directors are entitled to a fixed remuneration as approved subject to prior
evolution of their performance and recommendation to the effect by Nomination and Remuneration
Committee and general meeting. The Remuneration Policy and the evaluation criteria have been disclosed in the Director’s Report
which forms part of the Annual Report.
Nomination and Remuneration Committee Report for the year ended March 31, 2015
To the Board of Directors of BWL Limited,
In discharge of responsibility of the Committee to incentivize and reward executive performance
facilitating long-term enhancement of shareholder’s Stake , the Committee has formulated policies
relating to remuneration, performance evaluation, Board diversity, etc. in line with, inter alia ,
section 178 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The broad spectrum
of policies encompass.
• Remuneration for Directors, Key Managerial Personnel’s (KMP’s) and other employees.
• Performance Evaluation Framework for the Board, its Committees and individual Board
members. • Appointment of Directors.
As per policy, the evaluation of every Director‘s performance has been carried out by the Committee. Place: Kolkata P. Chaudhury
Date: 6th August,2015 Chairman, Nomination and Remuneration Committee
Risk Manageemnt Committee has been constituted on 6th August,2015 i.e subsequent to end of
Financial year under report. Composition The Committee consists of the following three members: 1. Shri Prabir Chaudhury (Chairman) 2. Shri Malay Sengupta 3. Shri Sunil Khetawat Meetings and Attendance
As the Committee was not constituted, there was no meeting during the financial year 2014-15.. 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
propersity to aggravate risk factors. 5. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committee on
quarterly basis. 23
BWL LIMITED 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. 7. MANAGEMENT Management Discussion and Analysis Hon’ble BIFR had directed to IDBI Bank Ltd (OA) to release the amount lying in no lien account with
State Bank of India, Commercial Branch ,Bhilai for use by company in meeting working capital
expenses and cost of repairs of factory shed and Plants & equipments. Management hopes that with the sanction of Rehabilitation Scheme by the Hon’ble BIFR with packages
of reliefs & concessions applied there in, the company will be able to operate in a profitable manner in
days ahead. a. Industry Structure and Developments:
Steel Wire market is closely allied with Power Cable industries, Electricity generation and
Transmission system which are more or less stably placed at present.
Notwithstanding positive market syndrome the company has not been in a position to exploit the
market for reasons discussed time and again . Management hopes to focus all its attention for
optimum utilisation of existing market boom after sanction of Rehabilitation Scheme by the Hon’ble
BIFR. b. Opportunity and Threats:
Existing market boom provides fertile horizon for products dealt in by Steel Wire Division. Besides
balancing of existing fixed capital outlay offers scope of diversification for production of new items
having potential market.
Regarding threat refer to our discussion in risk and concern. c. Out look :
Outlook of the management is to revamp steel wire division & diversification of product range
towards Hardware fittings and Fixtures required for telecommunication, Power transmission and
Railways etc & mobilize need based working capital from appropriate sources to support it’s
aspiration. d. Risks and concerns:
The silver line visible today towards rehabilitating the unit is subject to risk of change in Govt.
Policy, cyclic & non cyclic fluctuation in fiscal to monetary system and availability of fund based
support from appropriate quarters. e. Internal control system and its adequacy:
It may be observed from the annexure to report of the statutory auditors submitted pursuant to
Companies (Auditors Report Order ) 2015 issued by Central Govt. in terms of section 143 (11) of 24
BWL LIMITED
Companies Act,2013 that internal control system of the company is adequate having regard to its
size and nature of its business. f. Discussion on financial performance with respect to operational performance:
Please refer to para 3 of Directors Report under section 134 of Company’s Act, 2013 high - lighting
therein financial and operational performances. g. Material development in Human resources/Industrial relation front, including number of
people employed.
The para hardly calls for addressal considering prolonged closure of the unit. DISCLOSURES: Related Party Transactions The Company has formulated a Policy on materiality of Related Party Transactions and on dealing with
Related Party Transactions, in accordance with relevant provisions of Companies Act, 2013 and Clause
49 of the Listing Agreement. All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related
Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one
financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly
basis. During the Financial Year 2014 -15, there were no such Related Party Transactions, either as per
Companies Act, 2013 or Clause 49 of the Listing Agreement which were required to be approved by the
Board of Directors or the Shareholders of the Company. As there was no material related party transaction as such no confirmation as required as per Clause 49
of the Listing Agreement, has not been sent to the Stock Exchanges along with the Quarterly
Compliance Report on Corporate Governance. 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. Disclosure of accounting treatment in preparation of financial statements The Company has followed prescribed Accounting Standards as laid down by the Institute of Chartered
Accountants of India (ICAI) in preparation of its financial statements except for AS15 for reason
discussed in Note 24 of the financial statements. 25
BWL LIMITED 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 2015-16 BSE
Limited has imposed penalty for Non submission of Audited Financial Result for the year ended 31st
March,2015 and Non-appointment of Women Director within the stipulated time against that the
company has requested to waive the penalty amount in view of Sick Status of the Company which are
pending before the appropriate Forum. 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 CFO 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 Information in accordance
with SEBI (Prohibition of Insider Trading) Regulations, 2015, which has been effective from 15th May,
2015. Whistle-Blower Policy / Vigil Mechanism The Company promotes ethical behavior in all its business activities and in line with the best
international governance practices, BWL has established a system through which Directors, employees,
business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of
Company’s code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative,
under which all Directors, employees, business associates have direct access to the Chairman of the
Audit Committee, and also to a three-member Direct Touch team established for this purpose. The
Whistle-Blower Protection Policy aims to: • Allow and encourage stakeholders to bring to the management notice concerns about unethical
behavior, 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 personnel have been denied access to the Audit Committee. 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. Legal Compliance Reporting
26
BWL LIMITED 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 seriously taken up by the Board, with fixation
of accountability and reporting of steps taken for rectification of non-compliance. 8. SHAREHOLDERS Appointment / Re-appointment of Directors Shri Sunil Khetawat was re-appointed as a Whole Time Director designated as Managing Director of the
Company for a period of 5 years w.e.f. 01.04.2011 on the remuneration and other terms and conditions
as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sunil Khetawat as Whole Time Director of the company will expire on
31.03.2016, the Board of Directors of the Company in its meeting held on 6th August,2015 has re-
appointed him as a Whole Time Director designated as Managing Director and Chief Executive Officer (CEO) of the Company for a further period of five years w.e.f. 1st April , 2016 on the remuneration and
terms and conditions, as detailed in the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid
re-appointment of Shri Sunil Khetawat to the Board for their approval. Shri Sandeep Khetawat was re- appointed as a Whole Time Director designated as Executive Director
of the Company for a period of 5 years w.e.f. 01.06.2011 on the remuneration and other terms and
conditions as approved by the members in the AGM of the Company held on 30th September,2010. As the existing tenure of Shri Sandeep Khetawat as Whole Time Director of the company will expire on
31.05.2016, the Board of Directors of the Company in its meeting held on 6th August,2015 has re-appointed him as a Whole Time Director designated as Executive Director of the Company for a further
period of five years w.e.f. 1st June , 2016 on the remuneration and terms and conditions, as detailed in
the Notice of AGM. The Nomination and Remuneration Committee of the Board in its meeting held on 6th August, 2015 has considered and recommended the aforesaid re-appointment of Shri Sandeep
Khetawat to the Board for their approval. Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company on 6th
August,2015 appointed Mrs. Shahin Basu Majumdar as an Additional Director in the category of Non-
Executive Independent Director. Mrs. Shahin Basu Majumdar shall hold office upto the date of the
ensuing Annual General Meeting of the Company and, being eligible, offer herself for re-appointment.
The Company has also received a notice in writing from a member proposing her candidature for the
office of Director along with requisite deposit of Rupees one lakh. The Board of Directors in their meeting held on 6th August, 2015 has recommended to re -appoint Mrs.
Shahin Basu Majumdar as Non-Executive Independent Director within the meaning of Section 149 and
152 of the Companies Act, 2013 read with Schedule IV attached thereto and Rules made there under,
not subject to retirement by rotation, for a term of 5 (five) consecutive years commencing from the date
of her appointment as an Additional Director in the Company i.e. 6th August, 2015 up to the conclusion
of AGM of the Company to be held in the calendar year 2020 or 5th August, 2020 whichever is earlier.
A brief resume of the Directors being appointed/ re -appointed, the nature of their expertise in specific
functional areas, names of companies in which they have held Directorships, Committee Memberships/
Chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the
ensuing AGM.
27
BWL LIMITED Your Directors recommend their appointment /re-appointment at the ensuing AGM. The brief CVs of the above Directors are given below: Shri Sunil Khetawat :He is a qualified Mechanical Engineer with Production Engineering as a Special
Subject . He was appointed as a member on the Board of BWL Ltd. in 1991 as a Whole Time Director
(operation). He is a dynamic member from the Promoter family. He was appointed as Managing
Director of the Company in 1995. He has a rich and varied experience in Steel and Engineering Sector .
Currently he is holding 3,28,064 nos. of shares in the Company. He is also Director of two Private Limited Company. Shri Sandeep Khetawat :He is a Commerce Graduate .He was appointed as a member on the Board
of BWL Ltd. in 2001 as a Whole Time Director , Designated as Executive Director. He is a dynamic
member from the Promoter family. He has a rich and varied experience in Finance and Marketing of
Steel and Engineering Sector . Currently he is holding 2,17,426 nos. of shares in the Company.
He is also Director of one Listed Public Company and four Private Limited Company. Mrs. Shahin Basu Majumdar : She is MA (Sociology) from Annamalai University, Diploma in Social
Works (Labour Welfare) from Calcutta University and B.Sc (Hons.) from Bombay University. The Board
of Directors appointed her as Additional Director in the Board Meeting held on 06.08.2015 . She joined
in as a Personnel Executive in Bhilai Steel Plant of Steel Authority of India (SAIL) in the year 1973and
subsequently became joint Director and Head of Human Resources , Purchase and General Administration at HQ of Environment Management Division of SAIL at Kolkata and took voluntary
retirement in 2005. She has a rich and wide experience in Human Resources of Steel Sector. She is not
holding any share of the Company. She is also not Director of any other Company. Excepting Shri Sunil Kheatawt and Shri Sandeep Khetawat none of the Directors of the Company are
related inter-se, in terms of Section 2(77) read with Rule 4 of the Companies (Specification of
Definitions Details) Rules, 2014 of the Companies Act, 2013. MEANS OF COMMUNICATION WITH SHAREHOLDERS Financial Results: In view of Financial constraint and Sick status of the Company the Publication of the Financial Result in
the News Papers has been discontinued . However, these are put in the Website of the Company
www.bhilaiwire.com. Annual Report: Physical copy of the Annual Report 2013- 14, containing Audited Financial Statements,
Director‘s Report (including Management Discussion and Analysis and Corporate Governance Report)
was sent to the shareholders by post as the share holders have not registered their E-mail id to the
Company. Website: The Company‘s website www.bhilaiwire.com contains a separate section ‘Investor Centre’ for
use of investors. The quarterly, half yearly and annual financial results, are promptly and prominently
displayed on the website. , Quarterly Corporate Governance Report, Shareholding Pattern and other
Corporate Communications made to the Stock Exchanges are also available on the website. 28
BWL LIMITED Communication to shareholders on email: As the share holders of the Company did not provide their E-mail id to the Company, the mandated
requirement by the Ministry of Corporate Affairs (MCA) documents like Notices, Annual Report, etc.
could not be sent to the shareholders by Electronic mode. BSE Corporate Compliance & Listing Centre: BSE has developed web based applications for corporate. Periodical compliances like Financial
Results, share holding pattern and corporate Governance Report, etc are also filed electronically on
BSE Listing centre portal. SCORES (SEBI complaints redressal system): SEBI processes investor complaints in a centralized web based complaints redressal system i.e.
SCORES. Through this system a shareholder can lodge compliant against a company for his grievance.
The Company uploads the action taken on the complaint which can be viewed by the shareholder. The
Company and shareholder can seek and provide clarifications online through SEBI. INVESTOR RELATIONS Investor Relations (IR) at BWL aims at providing accurate, transparent and timely information to the
investors. GENERAL BODY MEETINGS Details of the last three General Body Meetings held are given below: Financial Year Category Location of the Date & Time meeting
2013-14 AGM Same as above 7th August, 2014; 4.30PM The following special resolutions were taken up in the last three AGMs and were passed with requisite
majority: AGM Date Particulars of Special Resolution 30.07.2012 No Special Resolution was passed. 08.08.2013 No Special Resolution was passed.. 07.08.2014 To appoint Shri Prabir Chaudhury and existing Independent Director
For a term up to 5 consecutive years as per Section 149 (10) and (11)
Read with Schedule IV of the Companies Act,2013. 29
BWL LIMITED
To appoint Shri Malay Sengupta and existing Independent Director For a term up to 5 consecutive years as per Section 149 (10) and (11) Read with Schedule IV of the Companies Act,2013.
COMPLIANCE WITH MANDATORY REQUIREMENTS Compliance Report of BWL as on 31.03.2015 with the applicable mandatory requirements of Clause 49
is as under: Compliance Report Particulars Clause of Compliance Remarks Listing Status (Yes/
Agreement No/N.A.)
II. Board of Directors 49 II -
A. Composition of the Board 49(IIA) Yes -
B. Independent Directors 49(IIB) Yes -
C. Non-Executive Directors’ 49(IIC) Yes - compensation & disclosures
D. Other provisions as to 49(IID) Yes - Board and Committees
E. Code of Conduct 49(IIE) Yes -
F. Whistle Blower Policy 49(IIF) Yes -
III. Audit Committee 49 III -
A. Qualified & Independent 49(IIIA) Yes - Audit Committee
B. Meeting of Audit 49(IIIB) Yes - Committee
C. Powers of Audit Committee 49(IIIC) Yes -
D. Role of Audit Committee 49(IIID) Yes -
E. Review of Information by 49(IIIE) Yes - Audit Committee
IV. Nomination and 49(IV) Yes - Remuneration Committee
V. Subsidiary Companies 49(V) NA -
VI. Risk Management 49(VI) Yes -
VII. Related Party Transactions 49(VII) Yes -
30
BWL LIMITED
VIII. Disclosures 49(VIII) Yes -
A. Related party transactions 49(VIIIA) Yes There are no material transactions with related parties B. Disclosure of Accounting 49(VIIIB) Yes - Treatment
C. Remuneration of Directors 49(VIIIC) Yes -
D. Management 49(VIIID) Yes -
E. Shareholders 49(VIIIE) Yes -
F. Proceeds from public 49(VIIIF) N.A. - issues, rights issues,
preferential issues etc.
IX. CEO/CFO certification 49(IX) Yes -
X. Report on Corporate 49(X) Yes - Governance
XI. Compliance 49(XI) Yes -
Note 1. Clause 49 (II A) - Women Director was not appointed . However, appointed on 06.08.2015
2. Clause 49 (IIF) - Whistle Blower policy was implemented by the Board w.e.f 11th May,2015.
3. Clause 49(IV) - Nomination and Remuneration Committee was comprised of two Independent Director and one Executive Director . However, w.e.f. 6th August,2015 it comprises of three Independent Directors.
At present, the equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE), The
annual listing fees for the financial year 2015 -16 to BSE has not been paid and the Company has
requested to the appropriate authority not to enforce the enhanced Annual Listing fees applicable from
the year 2015-16 in view of Sick Status of the Company which is still pending. BWL’s Stock Exchange codes BSE Stock Code: 504643 Stock Market Data: The Company’s shares are not traded in the Stock Exchange as the same are not in De-mat form, this
data could not be furnished. Distribution of Shareholding Details of distribution of shareholding of the equity shares of the Company by size and by ownership
class on March 31, 2015 along with the top 10 shareholders of the Company is given below: 31
BWL LIMITED Share Holding Pattern as on 31.03.2015: No. of No. of Share (%) of Share No. of Shares (%) of Share
Shares Holders Holders Holders
0- 500 13377 93.49% 2211207 31.67%
501- 1000 566 3.96% 431738 6.19%
1001- 2000 223 1.56% 321735 4.61%
2001- 3000 50 0.35% 128959 1.85%
3001- 4000 23 0.16% 81626 1.17%
4001- 5000 13 0.09% 61406 0.88%
5001-10000 24 0.17% 181392 2.60%
10001-above 32 0.22% 3561547 51.03%
Total 14308 100.00% 6979610 100.00%
Share Holding Pattern by Ownership:
This has been disclosed in the Extract of Annual Return as Annexure D
Top ten shareholders as on March 31, 2015
Other than Promoters / Directors :
Sl. No Name of the Share holders No. of Shares %
1. Abhay Krishgi Udyog Pvt. Ltd. 67188 0.96
2. Anil K Poddar 61900 0.89
3. Florescent Securities Ltd. 40850 0.59
4. Gunvantien C. Kansara 34500 0.49
5. Tara Devi Muktilal Paldiwal 20100 0.29
6. Shailesh L. Shah 16550 0.24
7. Rohini V. Patwardhan 13850 0.20
8. Dharmesh R. Shah 11400 0.16
9. Rajesh C. Kansara 11300 0.16
10. Shailesh L.Shah 11300 0.16
Total 288938 4.14
32
BWL LIMITED 9. General Share holder’s information:
Mumbai -400 001 Share Transfer System : The shares of the company could not be Dematerialized as the NSE / BSE has withheld such facilities
to companies with negative Net Worth. As such the Company’s securities are not traded in the Stock
Exchanges inspite of payment of Listing Fees up to the financial year 2014-15. All Shares are in
Physical mode, which are lodged for transfer to the Company, same are processed and returned to the
share holders within the stipulated time. Registrar and Transfer Agent (RTA) Company is maintaining share transfer in –house. Share holders should send their correspondence in
respect of share transfer at the Registered office : Industrial Area, Bhilai (C.G.) Pin 490 026 Compliance with Secretarial Standards
33
BWL LIMITED The Institute of Company Secretaries of India, a statutory body, has issued Secretarial Standards on
various aspects of corporate law and practices. The Company has complied with each one of them. Company’s Registered Office Address: Industrial Area, Bhilai (C.G.) Pin 490 026 PLANT LOCATIONS Industrial Area, Bhilai (C.G.) Pin 490 026 Web site : www.bhilaiwire.com ADDRESS FOR CORRESPONDENCE Share Holders should address their correspondence to the Company at the Registered Office
mentioned above. Compliance Officer: Shri Shyam Niyogi, CFO Industrial Area, Bhilai (C.G.) Pin 490 026 Mob : 919329108314 Web site : www.bhilaiwire.com CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE
COMPANY We, Sunil Khetawat, Chief Executive Officer and Shyam Niyogi, Chief Financial Officer, of BWL Limited,
to the best of our knowledge and belief certify that: 1. We have reviewed the financial statements and the cash flow statements of the Company for the
year ended March 31, 2015. 2. To the best of our knowledge and information: a. These statements do not contain any materially untrue statement or omit to state a material fact or
contains statement that might be misleading; b. These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations except for
accountal of gratuity & leave Salary refer to in Item 5 of Auditors Report which has been
appropriately addressed in corresponding note forming part of accounts. 3. We also certify, that based on our knowledge and the information provided to us, there are no
transactions entered into by the Company, which are fraudulent, illegal or violate the Company’s
code of conduct. Regarding Audit observation in para 5 (a), Company has already taken measure
to set the things right. 4. The Company’s other certifying officers and we are responsible for establishing and maintaining
internal controls for financial reporting and procedures for the Company, and we have evaluated
the effectiveness of the Company’s internal controls and procedures pertaining to financial
reporting.
34
BWL LIMITED 5. The Company’s other certifying officers and we have disclosed, based on our most recent
evaluation, wherever applicable, to the Company’s auditors and through them to the Audit
Committee of the Company’s Board of Directors:
a. All significant deficiencies in the design or operation of internal controls, which we are aware
and have taken steps to rectify these deficiencies;
b. Significant changes in internal control over financial reporting during the year;
c. Any fraud, which we have become aware of and that involves Management or other employees who
have a significant role in the Company’s internal control systems over financial reporting;
(Sunil Khetawat) (Shyam Niyogi)
Managing Director & CEO CFO Place : Kolkata Date : 6th August,2015
CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY I declare that all Board Members and Senior Management have affirmed compliance with the
code of conduct for the financial year 2014-15. Place : Kolkata (Sunil Khetawat)
Date : 6th August,2015 Managing Director & CEO 35
BWL LIMITED Annexure 1.
Details of Directorship in other Companies :
Name of the Director Status Directorship in Other Companies Committee Committee Member Chairmanship
We design our Remuneration Policy to attract, motivate and retain the Directors, KMP and other
employees who are the drivers of organization success and helps us to run the company
successfully and to retain our industry competitiveness. Pay mix is designed to reflect the
performance and is aligned to the long term interest of the shareholders. 2. Policy:
Remuneration Design and mix
a. Total fixed Pay: Enable us to attract, retain and develop the talent we need to succeed
1. Is competitive with leading companies where we recruit for talent.
2. Reinforces roles and accountabilities.
3. Is flexible and supportive of our organization’s growth. 36
BWL LIMITED 4. Is responsive to specific market pressures in terms of getting key talent from the market. 5. Provides salary management guidelines so that decisions are made with confidence, integrity, and
speed. b. Short term Incentive Plans (one year): Create a process to effectively reward people for their
contributions to the success of the Company in the short term 1. Utilizes Company, business unit/department and individual-based metrics based on the principle of
line of sight and impact. 2. Is supported by clear, frequent communication and simple tools to administer. c. Long term Incentive Plans :Enable us to attract and retain key talent and create a process to
effectively reward key talent for their contributions to the long term success of the Company
1. Utilizes Company and business unit/department based metrics which are necessary for long term
business sustenance and share holder wealth creation. 2. Utilizes measures that are clear, strategically focused, and easily supported by our systems. 3. Provides suitable rewards to the performer, consistent with our strategy, and reinforce our culture. 4. Helps to make our pay competitive with leading companies where we recruit for talent. d. Benefits: Provide programs that meet people’s needs and are cost effective and utilize
innovative programs that make us distinctive as an organization 1. Be competitive with companies of our size and where we compete for talent. 2. Provide benefits that are truly meaningful to people, supported by highly effective communication
and easy administrative support. 3. Provide benefits, services, or events that will make us distinctive in the marketplace and consistent
with our culture and values. 4. Provide benefits that are cost effective from both an individual and a company perspective. e. Recognition: Utilize effective practices that are supported by innovative programs that
reinforce our desired culture and make us a special place to work 1. Reinforces individual and teams behavior that makes us more competitive, efficient, and important
to our customers. 2. To create more employee touch points and recognition on formal and informal basis. 3. Utilize a variety of programs, events, and activities that keep the process exciting. f. Annual Performance Linked Enhancement that recognizes the performance of the resource
keeping in view the achievement of organizational goals & Departmental goals. g. Remuneration to Independent Directors:
37
BWL LIMITED 1. Sitting Fee as approved by Board. 2. Travel Cost & other out of pocket expenses for attending the Board & Committee Meetings. Tools for an effective Remuneration Policy implementation: 1. Remuneration Benchmark studies 2. Compilation of Live data while recruiting talent 3. Talent attrition studies 4. Benchmarking with Best Industry Practices 5. Participation in various Forums.
38
BWL LIMITED To, The Members of BWL Limited Industrial Area, Bhilai - 490 026 Chattisgarh We have examined the compliance of conditions of Corporate governance by BWL Limited, for the year
ended on 31.03.2015 as stipulated in Clause 49 of the Listing Agreement of the said Company with
Stock Exchange(s). The compliance of conditions of corporate governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the company for
ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company. Attention is invited to followings: 1. Representation of independent Directors falls short of essential stipulation laid down under listing
agreement under subclause-49 concerning composition of remuneration committee. 2. Quarterly results have not been published in any news paper.
There is also no practice of issuing public notice in any news paper intimating the date of board
meeting for consideration of financial results. 3. The company has no secretary. Audit Committee meetings are conducted by CFO. 4. The Company is yet to lay down procedure of informing the board about risk assessment and
minimization procedure. 5. No code of conduct was devised so far for prevention of insider trading. Subject to above in our opinion and to the best of our information and according to the explanations
given to us we certify that the company has complied with the conditions of Corporate Governance as
stipulated in the above mentioned Listing Agreement. As per the records maintained by the company no investor’s grievance is pending against the company
at the year end. We further state that such compliance is neither an assurance as to the future viability of the company
nor the efficiency of the effectiveness with which the management has conducted the affairs of the
Company. For G. Basu & Co. Chartered Accountants R. No. : 301174E
(J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No. 007117)
39
BWL LIMITED
Annexure [B] to Board’s Report Information required under Section 197 of the Companies Act, 2 of Managerial Personnel) Rules,
2014 A. Ratio of remuneration of each Director to the median remuneration of all the employees of
your Company for the financial year 2014-15 is as follows:
Name of Director Total Ratio of remuneration of director Remuneration to (the `) Median
remuneration
Sunil Khetawat (Net of Remuneration waived Rs. 5,28,000/-) 2,18,146 77.34
Sandeep Khetawat (Net of Remuneration waived Rs. 4,85,760/-) 1,95,618 69.35
Notes: 1. The remuneration to Directors does not include sitting fees paid to them for the financial year
2014-15. 2. Median remuneration of the Company for all its employees is ` 2, 82,057 for the financial year
2014-15. B. Details of percentage increase in the remuneration of each year 2014-15 are as follows: (Amount in `)
Name Remuneration (in Increase `) (%)
2014-15 2013-14
Sunil Khetawat Managing Director & CEO 2,18,146 2,18,146 -
Sandeep Khetawat Whole Time Director 1,95,618 1,95,618 -
C. Percentage increase in the median remuneration of all employees in the financial year 2014
– 15 :
2014-15 2013-14 Increase
(`) (`) (%)
Median remuneration of 2,82,057 2,79,612 0.87
all employees per annum
40
BWL LIMITED D. Number of permanent employees on the rolls of the company as on 31.03.2015:
2014-15 2013-14
Executive/Manager cadre 2 2
Staff 2 2
Operators/Workmen - -
Total 4 4 E. Explanation on the increase in remuneration and Company Performance: (` in Rs)
2014-15 2013-14 Increase in loss
(%)
Net Revenue from - - -
Operations Loss Before Tax and (2650452) (2007089) 32.05
Exceptional Items Loss After Tax (2650452) (2007089) 32.05
F. Comparison of the remuneration of the key managerial Personnel against the performance
of the company:
The remuneration of key Managerial Personnel increased by around 5 % in 2014-15, where as the
loss before Tax and Exceptional items increased by 32% in 2014-15, compared to 2013-14. G. Details of share price and Market Capitalization:
Though the shares of your company is Listed with BSE Limited but not traded during the year as
such the data could not be furnished as required under Rule 5 (1) (VII) of the Companies
(Appointment and Remuneration ) Rules 2014. . H. Comparison of average percentage increased in salary of employees Other than the Key
Managerial Personnel and the percentage increased in the Key Managerial Remuneration: (Amount in `)
2014-15 2013-14 Increase %
Average Salary of all employees (Other than Key Managerial Personnel) 1,88,275 1,93,016 (2.46)
Key Managerial Personnel Salary of MD & CEO (Net of remuneration waived 2,18,146 2,18,146 -
Rs. 5, 28,000/-)
41
BWL LIMITED Salary of Whole Time Executive Director 1,95,618 1,95,618 -
(Net of remuneration waived Rs. 4,85,760/-)
Salary of CFO 5,11,500 4,87,500 4.92 Note: Employee has been reappointed on Superannuation without future superannuation benefit during
the year 2014-15 which resulted reduction in average salary of all employees other than Key
Managerial personnel during the said year. I. Key parameters for any variable component of Remuneration
Availed by the Directors:
No variable component of Remuneration has been availed by the Directors.
The Nomination and Remuneration Committee approves the compensation package of the
Managing Director & CEO and Whole Time Executive Director. The committee ensures that the
compensation package is in accordance with applicable Laws in line with the company’s objectives,
share holder’s interest, and Industry standards and have an adequate balance between fixed and
variable components. J. There are no employees of the Remuneration in excess of the highest paid / approved
Remuneration of the Directors of the company. K. Affirmation:
Pursuant to Rule 5 (1) (XII) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, it is affirmed that the Remuneration paid to the Directors , Key Managerial
Personnel and Senior Management is as per the Remuneration policy of your company. 2 PARTICULRS OF EMPLOYEES:
No one was employed during the whole or part of the year drawing remuneration attracting
disclosure under Rule 5 (2) of the Companies (Appointment and Remuneration Of Managerial
Personnel) Rules 2014.
42
BWL LIMITED
Annexure [C] to Board’s Report
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
[Pursuant to Section 204(1) of the Companies Act, 2013 and
Rule of Managerial Personnel) Rules, 2014] To The Members BWL LIMITED Industrial Area, Bhilai (C.G.) 490 026 1. I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by BWL Limited (hereinafter called ‘the Company’).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and expressing my opinion thereon. 2. I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on 31st March, 2015 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not
applicable to the Company during the Audit period)
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to
the extent of Overseas Direct Investment (Foreign Direct Investment and External Commercial
Borrowings are not Applicable to the Company during the Audit Period);
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange
Board of India (Share Based Employee
Benefits) Regulations, 2014 notified on 28th October, 2014 (Not applicable to the
Company during the Audit Period);
43
BWL LIMITED
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 (Not applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009 (Not applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998
(Not applicable to the Company during the Audit Period). 3. I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India (Not notified
during the Audit Period and hence not applicable).
(ii) The Listing Agreement entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above. 4. Qualified Opinion:
i) Representation of Independent Directors falls short of essential stipulation laid down under
section 178 (1) of the Companies Act,2013 and Listing Agreement under sub clause – 49
concerning composition of nomination and Remuneration committee during the financial year
2014-15. However the same have been complied by inducting an Independent Director in the
Board and Committee on the date of this report i.e. 06.08.2015.
ii) Quarterly Results have not been published in any news paper. There is also no practice of
issuing public Notice in any News paper intimating the date of Board meetings for
consideration of Financial Results. It has been explained by the management that in view of
financial constraint of the company the above compliance have been discontinued. How ever
the same is posted in the website of the company.
iii) The company has no Secretary in terms of Section 203 (1) (ii) of the Companies Act, 2013. It
has been explained and reported in the Minutes of the meeting of the Board of Directors that
inspite of publication of advertisement in all India Edition of widely published in the English
news paper only one person applied but not attended in the interview may be due to Sick
status and suspension of production in the unit since the year 2008. As such Audit Committee
meetings are conducted by CFO and Compliance Officer of the company.
iv) During the financial year 2014-15 Women Director was not appointed by the company as
required under section 149 of the Companies Act, 2013 read with Rule 3 of the Companies
(Appointment & Qualification) Rules 2014 within the stipulated time. How ever, necessary
compliance has been made by the company on 06.08.2015.
v) Annual Listing Fees (ALF) to BSE Ltd for the financial year 2015-16 has not been paid by the
Company till the date of this Report. As explained by the Management that in view of Sick
status of the Company coupled with financial constraints they have requested to the
44
BWL LIMITED
appropriate authority for exempting the Company for payment of enhanced ALF which is still
pending. 5. Based on my verification of the Company’s books, papers, minute books, forms and returns filed
and other records maintained by the Company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby
report that in my opinion, the Company has, during the audit period covering the financial year
ended on 31st March, 2015 (‘Audit Period’) complied with the statutory provisions listed herein above and subject to Note no. 4 and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter: 6. I further report that, having regard to the compliance system prevailing in the Company and on
examination of the relevant documents and records in pursuance thereof, on test-check basis, the
Company has not complied with the following laws applicable specifically to the Company with the
reason that the production in the Unit is completely suspended since July,2008 :
• The Environment (Protection) Act, 1986 and The Manufacture, Storage and Import of
Hazardous Chemicals Rules, 1989;
• Air (Prevention and Control of Pollution) Act, 1981 and Rules issued by the State Pollution
Control Boards; and
• Water (Prevention and Control of Pollution) Act, 1974 and Rules issued by the State Pollution
Control Boards. 7. I further report that-
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were generally sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded
in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case
may be. 8. I further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
Place: Bhilai V. P. Mahipal & Co. Date: 6th August, 2015 Company Secretary CP-4111 V. P. Mahipal Company Secretary Proprietor FCS No. 1703
45
BWL LIMITED
Annexure [D] to Board’s Report
Extract of Annual Return as on 31st March, 2015 Form No. MGT-9 [Pursuant to Section 92(3) of the Companies Act, 2013 and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN L27105CT1971PLC001096
ii) Registration 22 June 1971 Date Month Year
iii) Name of the Company : BWL Limited
iv) Category of the Company
1. Public Company
2. Private company
Sub Category of the Company
1. Government Company
2. Small Company
3. One Person Company
4. Subsidiary of Foreign Company
5. NBFC
6. Guarantee Company
7. Limited by shares
8. Unlimited Company 9. Company having share capital 10. Company not having share capital
11. Company Registered under Section 8
Address of the Registered Office and Contact Details Address Plot 6,7 & 8 Industrial Area, Town / City Bhilai State Chhattisgarh Pin Code 490026 Country Name India Country Code IND Telephone with STD Area +91 9329108314 Code Number Fax Number + - Email Address [email protected]
46
BWL LIMITED Website, if any www.bhilaiwire.com
Name of the Police Jamul , Bhilai Station having jurisdiction where the Registered
Office is situated
vi) Whether shares Listed on Yes
Stock Exchange(s)
Details of the Stock Exchanges where shares are listed: Stock Exchange Name Code
BSE Limited (BSE) 504643 vii) Name and Address of Registrar
(RTA)
Company is maintaining share Transfer and other
Related matter in- house as such , no Registrar (RTA)
has been appointed by the company. All the business activities contributing 10% or more of the total turnover of your company shall be
stated:
Name and Description of NIC Code of % to total the Product main products/services service /turnover of the company
Steel Wires X100 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
[No. of Companies for which information is being filled] Not Applicable IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage of Total Equity) A. Category-wise Shareholding: Category of No. of shares held at the No.beginning of shares held Change Shareholders at the of end of the year year % during the
(As on 01.04.2014) (As on 31.03.2015) year
Demat Physical Total % of Demat Physical Total % of total total shares shares
A. Promoters
1) Indian a. Individuals/ HUF - 21,58,924 21,58,924 30.94 - 21,59,324 21,59,324 30.94 400.00
BWL LIMITED C. Change in Promoters Share Holding Sl Shareholding at the beginning of the year Cumulative Shareholding during the year No. (As on 01-04-2014) (01-04-2014 to 31-03-2015)
No, of Share % of total share of No, of Share % of total share of the the company company
1 At the beginning of the year 2991209 42.86 2991609 42.86 Add:-Share Purchase by Sandeep Khetawat from Rama Singhania on 20-10-2014 of 400 No, Equity Shares and his share Holding at the beginning of the year was 217026 and at the closing of
the year was 217426 400 -
At the end of the year 2991609 42.86
D. Share Holding Pattern of Top Ten Share Holders (other than Directors, and Promoters) This has been disclosed in the Corporate Governance Report under the broad head Distribution of
Share Holdings. E. Share holding of Directors & Key Managerial Personnel : Sl. Name No. of Shares at the beginning % of share holdings
No. On 01.04.2014 end of the year 31.03.2015 A. DIRECTORS Sunil Khetawat MD & CEO 328064 4.7
Sandeep Khetawat, WTD - Executive Director 217026 3.12 Add purchased during the year as detail in
Sl. C above 400
At the end of the year 31.03.2015 217426
Malay Sengupta , Independent Director Nil
Prabir Chaudhury, Independent Director Nil
B. KEY MANAGERIAL PERSONNEL :
Shyam Niyogi ,CFO 125
50
BWL LIMITED V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/ Accrued and due and accrued but not due for payment: (` in Rs.)
Secured Unsecured Deposits Total
Loans Loans Indeb
(excluding tedness
deposits)
Indebtedness at the beginning of the financial Year
(As on 01.04.2014)
i) Principal Amount _ 66878647 - 66878647
ii) Interest due but not paid _ 3395487 - 3395487
iii) Interest accrued but not due - - -
Total (i+ii+iii) - 70274134 70274134
Change in Indebtedness during the financial year
• Addition - 95000 - 95000
• Reduction (Repayment) - 86250 - 86250
Net Change - 8750 - 8750
Indebtedness at the end of the financial year
(As on 31.03.2015)
i) Principal Amount - 66887397 - 66887397
ii) Interest due but not paid - 3395487 - 3395487
iii) Interest accrued but not due - - - -
Total (i+ii+iii) NIL 70282884 NIL 70282884
Note : Your Company has submitted a Rehabilitation proposal to the Hon’ble BIFR for
conversion a part of Unsecured Loan amounting to Rs.3,40,61000/- in Equity and Write off the
entire Interest Accrued and due amount of Rs. 33,95,487 to strengthen the net worth of your
Company which is pending for approval before the Hon’ble Members of the Bench. 51
BWL LIMITED VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: I. (Amount in Rs `)
Sr. Particulars of Remuneration Name of theNo. Managing Director
Sunil Khetawat
1. Gross salary (excluding Commission) (a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 (Net of Salary waived Rs.528000) 72000 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 45300 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -2. Stock Option -3. Sweat Equity -4. Commission - - as % of profit -
5. Others - Employer contribution to provident and other funds 100846 Total 218146
Ceiling as per the Act* 3000000 * Remuneration paid to the Managing Director is within the ceiling provided under Section 197 of the
Companies Act, 2013. II. Sr. Particulars of Remuneration Name of the
No. Whole Time Executive Director
Sendeep Khetawat
1. Gross salary (excluding Commission)
(a) Salary as per provisions contained in Section 17(1)
of the Income-tax Act, 1961 (Net of Salary waived
amount of Rs.485760) 66240
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 36600
(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961 -
2. Stock Option -
3. Sweat Equity -
4. Commission -
- as % of profit -
5. Others - Employer contribution to provident and other funds 92778
Total
195618
Ceiling as per the Act* 3000000
* Remuneration paid to the Managing Director is within the ceiling provided under Section 197 of the
Companies Act, 2013. 52
BWL LIMITED B. Remuneration to other Directors: Nil C. Remuneration to Key Managerial Personnel other than Md/Manager/Wtd: (Amount in `)
Sr. Particulars of Remuneration Key Managerial Personnel
No. Shyam Niyogi CFO
1. Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 349224
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 162264
(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 -
2. Stock Option -
3. Sweat Equity -
4. Commission -
- as % of profit
5. Others - Contribution to Provident and other funds -
Total 511500
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (under the Companies Ac No penalties/punishment/compounding of offences were levied under the Companies Act, 2013.
53
BWL LIMITED
Annexure [ E] to Board’s Report
FORM AOC – 2 (Pursuant to Section 134(3)(h) of the Companies Act, 2013 read
Form for disclosure of particulars of contracts/arrangements to in Section 188(1) of the
Companies Act, 2013 including cert 1. Details of contracts or arrangements or transactions not at (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts / arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions
including the value, if any (e) Justification for entering into such contracts or arrangements or
transactions (f) date(s) of approval by the Board NA (g) Amount paid as advances, if any (h) Date on which the special resolution was passed (i) Amount paid as advances, if any (j) Date on which (a) the special resolution was passed in general
meeting as required under first proviso to Section 188 of the
Companies Act, 2013 2. Details of material contracts or arrangement or transaction (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts/arrangements/transactions NIL (d) Salient terms of the contracts or arrangements or transactions including the value, if any
(e) Date(s) of approval by the Board, if any
(f) Amount paid as advances, if any
54
BWL LIMITED
ANNEXURE (F) TO BOARD’S REPORT
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
Section 134 of the Companies Act, 2013 read with Rule 8 (3) of
Companies (Accounts ) Rules, 2014 1. CONSERVATION OF ENERGY:
a) As suggested by petroleum Conservation Research Association (under the ministry of
Petroleum and Natural Gas, Government of India) few modifications have been done in the
Galvanizing Plant in earlier years.
b) Additional investment and proposals, if any, for reducing consumption of energy: The company
intend to make investment during the current financial year after restart of the unit as
suggested by the energy auditor to reduce the energy consumption.
c) Impact of measures at (a) & (b) above for reducing energy consumption and consequent
impact on the cost of production of goods. The impact is expected during the current fiscal
once the units restart.
d) Total energy consumption per unit of production are given below :- A. POWER AND FUEL CONSUMPTION Financial Year Financial Year Ended ended 31st March 31st March
2015 (Rs.) 2014 (Rs.)
Electricity:
a) Purchased
Unit (in KWH) 54283 56076
Total Amount (Rs.in Lacs) 5.05 5.11
Rate per Unit (in Rs.) 9.30 9.12
b) Own generation:
(I) Through Diesel Generator:
Unit (in KWH) – –
Unit generated/lr.of diesel – –
Cost/Unit (in Rs.) – –
(II) Furnace Oil:
Quantity (in K.Ltr) – – 55
BWL LIMITED Total Amount (Rs.in Lacs) – –
Average rate/K.Ltr (in Rs.) – – B. CONSUPTION PER UNIT OF PRODUCTION:
Steel Wire Division: As there was no production in the unit, the power has been consumed for
lighting load of Administrative office and Factory shed. 2. TECHNOLOGY ABSORPTION:
a) Benefit derived as a result of above R&D.
The brightness in the finished wires have been improved.
b) Future plan on R&D:
R&D activities will be continued in the specific areas for production of various qualities of wire
in wide range of Hardware Fixture required for installation of Optic Fibre Cable and
Transmission Tower etc.
c) Expenditure on R&D: NIL 3. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earned Rs. Nil
Out go Rs. Nil 56
BWL LIMITED
AUDITOR’S REPORT To, The Members of BWL Limited, 1. Report on the Financial Statements
We have audited the accompanying Financial Statements of BWL Limited which comprise the
Balance Sheet as at 31st March, 2015 and the Statement of Profit & Loss and Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other
explanatory information. 2 Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error. 3. Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act and the
Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the reasonableness of
the accounting estimates made by Company’s Directors, as well as evaluating the overall
presentation of the financial statements.
57
BWL LIMITED
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements. 4) Focus of emphasis:
Without qualifying we refer to accounts of the company been compiled on the basis of going
concern concept notwithstanding negative net worth, years of suspension of production in factory
and reference of the company to BIFR with our consequent inability to comment on extent of
adjustments that may be necessitated against assets and liabilities of the company if company
ceases to continue as a going concern following adverse predicament. 5) Basis of Qualified Opinion
Attention is invited to the followings:-
a) Whole time directors remuneration has been approved by a remuneration committee where all
three members are not non executive directors as required under LA – 49 and Companies Act,
2013
b) Treatment of gratuity and leave salary are not inconformity with AS – 15 (Revised) , impact
there in is not readily ascertainable. 6. Qualified Opinion:
In our opinion and to the best of our information and according to the explanations given to us ,
except for the effects of the matters qualified in 5 (b) above impact where of are not readily
quantifiable, the financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India:
a) in case of the Balance Sheet of the State of affairs of the company as at 31st March, 2015 ;
b) in the case of Statement of Profit & Loss, of the Loss of the company for the year ended on
that date.
c) in the case of Cash Flow Statement, cash flow for the year ended on that date. 7. Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable
(2) As required by Section 143(3) of the Act, we report that:
a We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit
b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.
58
BWL LIMITED
c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with
by this Report are in agreement with the books of account.
d. Except for the unascertainable effect of the matters described in para 5(b) of the basis for
Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit & Loss
and Cash Flow Statement comply with the accounting standards referred to in section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules.2014.
e On the basis of the written representations received from the Directors as on 31st March,
2015 taken on record by the Board of Directors, none of the Directors is disqualified as on
31st March, 2015 from being appointed as a Director in terms of Section 164(2) of the Act.
f With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
our information and according to the explanations given to us:
I. The Company has disclosed the impact of pending litigations on its financial position
in its financial statements – Refer Note 17 and 29 to the financial statements.
II. The Company does not have any long-term contract including derivative contract
which may lead to any foreseeable loss.
III. The Company does not have any amount outstanding, required to be transferred to
investor education and protection fund.
For G. Basu & Co. Chartered Accountants
R. No. : 301174E
(J. N. Dhar)Place : Kolkata Partner
Date: 6th August-2015 (M.No. 007117)
59
BWL LIMITED
Annexure to the Auditor’s Report as per Companies (Auditor’s Report) Order, 2015 1. a. The Company has maintained proper records showing full particulars including quantitative
details and situation of fixed assets.
b. The fixed assets have been physically verified by the management at reasonable intervals.
As informed no material discrepancies between book records and the physical inventories
have been noticed on such verification. 2. a. The inventories have been physically verified at reasonable intervals during the year by
management.
b. The procedure of physical verification of inventories followed by the management are reasonable
and adequate in relation to the size of the company and the nature of its business.
c. On the basis of our examination of the records of inventory, we are of the opinion that the
company is maintaining proper records of inventory. The discrepancies noticed on verification
between the physical stocks and book records were not material and have been properly
dealt with in books of accounts. 3. The Company has not granted any loans, secured or unsecured to companies, firms, or other
parties covered in the register maintained under Section 189 of the Companies Act, 2013. 4. In our opinion and according to the information and explanations given to us there is an adequate
internal control system commensurate with the size of the company and the nature of its business
for purchase of inventory and fixed assets and on sale of goods and services. During the course of
our audit no major weakness has been noticed in the internal controls. We have not observed any
continuing failure on the part of the company to correct major weakness in internal control system.
5. The Company has not accepted any deposits from public. 6. Maintenance of cost records and accounts has not been prescribed by the Central Government
under sub section (1) of Section148 of the Companies Act, 2013. 7. a. According to information and explanations given to us, ‘the company’ is regular in depositing with
appropriate authorities undisputed statutory dues including Provident Fund, Employees State
Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty,
Value Added Tax, Cess and other statutory dues to the extent applicable to it. According to
the information and explanations given to us, no undisputed amounts payable in respect of
the aforesaid dues were outstanding as at 31st March, 2015 for a period of more than six
months from the date of becoming payable.
b The dues on account on sales tax, Excise Duty, and Customs duty disputed by the company
and not being paid, vis-à-vis forums where such disputes are pending are mentioned below:-
60
BWL LIMITED
Particulars Forum where Amount Dispute is pending (Rs.)
Sales Tax High Court Chattisgarh 1, 73,01,956/-
Board of Revenue 4, 47,80,231/-
Addl. Commissioner 62,45,423/-
Deputy Commissioner 1,18,140/-
Excise Duty High Court Chattisgarh 8,73,013/-
Customs Duty Commissioner 2,46,756/-
Appellate Tribunal 3,33,963/-
Income Tax High Court Chattisgarh 635439/-
Labour Tribunal Award High Court Chattisgarh 2960000/-
c. According to information and explanations given to us, no amount are required to be
transferred to Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956)and rules made there under. 8. The Company’ has accumulated losses at the end of the financial year above its gross worth. ‘The
company’ has incurred cash losses in the financial year and in the immediately preceding financial
year. 9. There are no dues towards any financial institution, bank or debenture holder. 10. The Company’ has not given any guarantee for loans taken by others from banks or financial
institutions, 11. No term loans were obtained by ‘the Company during the year... 12. No fraud has been noticed or reported on or by ‘the company’ during the year.
Stock holding corporation in India - - - - 170000 7.26 170000 7.26
Anil Poddar Ltd. - - - - 118100 5.05 118100 5.05
3) Right , Preference, Repaybility & restriction, if any, on shares :
A Voting Right : (i) Each equity share holders is entitled to voting right proportionate to his holding. (ii) Preference share holders are not ordinerily entitled to voting right unles
any part of their dividend remain unpaid or agenda of voting relates to issues effecting their right.
B. Other Right : Preference share holders are entitled to priority over equity
share holders against the proceeds of realisation of assets
under circumstances of liquidation of the company. C. Transferability :
Shares of the company are ordinerily transferable provided : i) Instrument of transfer submitted to the company is as
per format prescribed under the Act. ii) Company does not have any lien on shares under transfer. iii) Transferee conveys his consent within stipulated period
of issuance of notice under section 56 (2) of Companies Act 2013 by
the company pertaing to application of transfer of partly paid shares made by transferer.
2. RESERVES & SURPLUS :
Capital Reserves: (as per last account) 251,662,747 251,662,747
Security Premium Reserves: (as per last account) 52,554,975 52,554,975
Forfeiture of shares (as per last account) 27,938 27,938
Forfeiture of Debenture (as per last account) 268,175 268,175
Investment Allowance Reserve (Utilised)
(as per last account) 2,302,957 2,302,957
Surplus/(deficit) (as per last account) (420,328,159) (418,321,070)
Add Depreciation charged to opening retain earning (1,023,802) -
(421351961) (418,321,070)
Add /(Loss) for the year (2,673,252) (424,025,213) (2,007,089) (42,03,28,159)
TOTAL
(117208421) (113511367)
66
BWL LIMITED NON CURRENT LIABILITIES 66,887,397 66,878,647 3. LONG TERM BORROWINGS :
Loans & Advances from Related Parties: (unsecured & interest free) 66,887,397 66,878,647
TOTAL
Note:The above loans are subordinated and
shall not be withdrawn during the rehabilitation period
4 LONG TERM PROVISIONS:
Employees Benfit-Leave Encashment 32,087 29,769
32,087 29,769
- -
- -
CURRENT LIABILITIES:
5. Other Current Liablities :
Interest accrued and due on unsecured loan from related parties: 3,395,487 3,395,487
As at Addition Sale/ As at 31st As at Depreciation Depreciation Up to 31st As At 31st As At 31st 1st April 2014 through Adjustment March 2015 1st April 2014 For the Charged with March 2015 March 2015 March 2014 During the acquisition During the Year Year Opening retain Year earning during
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.) this Year (Rs.) (Rs.) (Rs.) (Rs.)
NOTE : i) Entire Building has been constructed on Leasehold Land.
ii) Leasehold Land relates to 31.15 Acres of Land at plot No.6,7, & 8 of Industrial Area village Chhawni Bhilai Dist: Durg in the State of Chattisgarh taken as
operating lease for a period of 99 years in the year of 1972. iii) There are no other Fixed Assets in the company other than tangible fixed assets.
BW
L L
IMIT
ED
BWL LIMITED NON CURRENT ASSET :
8. LONG TERM LOANS & ADVANCES : UNSECURED - -
Security Deposit (inculding Bank Deposit Rs.50,000/- - -
P.Y. Rs. 50000/- pledged) Considered Good 419,371 391,033
Considered Doubtful 78,395 - 78,395 -
497766 469,428
Less:Provision for Doubtful Deposit 78,395 419371 78,395 391033
Advance payment of Income Tax 2,21,814 7,58,634
(Net of provision-NIL,previous year-NIL) 6,41,185 11,49,667
CURRENT ASSETS :
9. INVENTORIES :
Raw Materials 1,957,196 1,957,196
Finished Goods 36,600 36,600
Stores & Spares (Net of Provision for slow 1,614,709 1,614,709
Moving Stores Rs.825620/- Previous Year Rs.825620)
Tools & Implements 40,915 40915
Scrap 6,218 6218
3,655,638 3655638
10. TRADE RECEIVABLES :
Unsecured
Debts outstanding for a period exceeding six months: - -
Since due date of payment - - -
Considered doubtful 4,285,906 - 4,285,906 -
4,285,906 4,285,906
Less : Provisions for Doubtful debts 4,285,906 - 4,285,906 -
- -
11. CASH & Bank Balances :
Balances with Banks : 35,668,584 37,136,677
Cash in hand 15,661 29,835
35,684,245 37,166,512
NOTE :
Balances with Banks include:
Other Commitment ( lying with MPSEB as 200,000 200,000
Security Deposit in lieu of performance guarantee)
Fixed deposits maturing after 3 months but before 1year 35251000 -
69
BWL LIMITED 12. Short Term Loans & Advances :Unsecured
Amount lying with Excise / Service Tax and Sales Tax
authorities in Current Account(Considered good) 779692 720803 Other Loan and Advances : Encashment of Bank Guarantees by customers
under dispute(Considered Doubtful) 2,523,704 2,523,704
Less : Provision for doubtful deposit 2,523,704 - 2,523,704 - Central Excise Duty paid under protest (Considered Good) 1301427 1618443 Sales Tax paid under appeal (Considered Good) 11814 11814
- - Advance payment of Income Tax (Considered Good) 1,453,850 1,453,850 (Net of provision-Rs.NIL,previous year-NIL).
Company information, significant accounting policies & notes to accounts: 1. Company Information:
BWL Ltd was established in the year 1971 as a Public Limited Company
It went for public in 1973 for the 1st
time .It further went for Public issue in the year 1995. Both the issues were success, application money being over subscribed. The company is engaged in
producing Steel Wire. It opted for diversification by way of setting up its Optical Fibre Cable (OFCD) Division in Himachal Pradesh. However performance of OFCD did not come to the level of satisfaction due to general recession in the optical Fibre cable Industry in the Country. The unit
was disposed of subsequently.
Notwithstanding smooth passage the company enjoyed during first thirty five years of its life, its
stability base commenced declining by late nineties and ultimately the company had been referred
to BIFR in 1999. The existing lone plant of the unit engaged in producing Steel wire is under
closure since 2008. The management aspires to revitalize the company in terms of its traditional
footing for which it has already settled all dues to Banks and Financial Institution through one time
settlement. The company’s Scheme of Rehabilitation is pending approval of BIFR. 2. Significant accounting policies are as under:
a) Basis of preparation of Financial Statement:
The accounts have been prepared in accordance with Indian GAAP under historic cost
convention on the assumption of going concern, GAAP enjoins adherences of mandatory
accounting standards prescribed by the Companies (Accounting Standards) Rules, 2006,
guide lines issued by SEBI and specific provisions of Companies Act, 2013 on disclosure &
accounting exigencies.
To comply with GAAP, estimate and assumptions are made for factors affecting balances of
year end assets and liabilities and disclosure of contingent liabilities. Such estimates change
from time to time according to situation and appropriate changes are made with the
knowledge of circumstances warranting such changes. Material changes are reported in
notes to accounts including disclosures of financial impact there of.
To cater to exigencies of schedule III, assets & liabilities had to be classified under current
and non- current categories, identification of the former on the basis of assets & liabilities
realizable or payable within normal operating cycle of the company or within a year.
Remaining assets and liabilities have categorized as non current.
b) Fixed Assets and Depreciation :
Tangible Assets are stated at cost less depreciation. Cost include inward Freight, Duties
(Net of Cenvat and value added tax), Taxes and expenses incidental to Acquisition and
Installation. All Expenditure incurred for expansion, modernization and Development of
Plant, Machinery and equipment are capitalised. Depreciation on Tangible assets have been
provided for in accordance with Schedule-II of the Companies Act, 2013.
No depreciation is provided on Lease- hold Land. Lease hold Land will be amortised in the
year of expiry of lease period.
72
BWL LIMITED c) Impairment of Tangible Assets:
1) Assets are tested for impairment on the basis of cash generating unit (CGU) concept.
Said assets are held in lower of recoverable value and carrying cost. Recoverable value
is the higher of value in use and net selling price. Impairment loss be the excess of
carrying cost over recoverable value. Recoverable value is arrived at on balance sheet
dates for:-
a) making provision against impairment loss, if any, or
b) Reversing existing provision against impairment loss:
2) Impairment loss, when arises, is apportioned pro- rata on the various heads of tangible
assets based on their WDV prior to providing for impairment loss. d) Inventories are valued at lower of cost and net realizable value.
Cost comprises inward freight, duties (Net of cenvat and value added tax) taxes and are
calculated in FIFO basis. Where necessary provision has been made for obsolete, slow
moving and defective stocks. Cost of Finished goods includes cost of conversion and
manufacturing overheads. The discarded assets are held at Scrap Value. Scraps are held at
realizable value. e) Trade Receivable and Loans and advances:
Trade Receivable and Loans and Advances are stated after making adequate provision for
doubtful balance. f) Research and Development expenses
Research and development cost are charged as expenses in the year in which they are
incurred. g) Retirement Benefits:
Company Contributes To Provident And Other Funds, Which Are Administered By
Government And Such Contribution Are Charged Against Revenue Retirement Gratuity to
Employees is Covered by Group Gratuity Scheme with the Life Insurance Corporation of
India by way of payment against the scheme in terms of advice of LIC is charged off to
Revenue. Leave Salary is accounted for on the accrual basis on the basis of methodical
estimates under taken by the management. h) Recognition of Income And Expenditure :
i) Sales Are Recognised In The Accounts On Passing Of Title To The Goods, I.E. Delivery
As Per Terms of Sale. Sale Comprises Sale Of Goods And Services, Net of Trade
Discount, Price Variation Bills have been accounted for in the year of receipt of approval
from the customers. ii). All other Incomes and expenses are accounted for on accrual basis.
I). Lease Rental: Lease Rentals in respect of Leased Assets (excluding land) under
arrangement of operational lease have been charged as expenses in Profit & Loss
accounts.
73
BWL LIMITED
j) Provisions, contingent Liabilities & commitment and contingent Assets: Provisions
are recognized for liabilities that can be measured only by using a substantial
degree of estimation, if
a) the company has a present obligation as a result of a past event,
b) a probable outflow of resources is expected to settle the obligation and
c) the amount of the obligation can be reliably estimated, Reimbursement
expected in respect of expenditure required to settle a provision is recognized
only when it is virtually certain that the reimbursement will be received.
Contingent Liability & commitment is disclosed in the case of a present
obligation arising from a past event, when the probable outflow of resources to
settle the obligation cannot be determine with reasonable certainty.
Contingent assets are neither recognized nor disclosed. Contingent liabilities
and contingent assets are reviewed at each Balance Sheet date.
k) Accounting policies not specifically referred to otherwise are consistent and in
accordance with generally accepted accounting principle read with Accounting
Standards mandat under section 133 of Companies Act, 2013 and in its absence
by IAS. 3. Notes to accounts :
17 Contingent Liabilities (Not provided for): As at 31
st March2015 As at 31
st March2014
RS RS
I. Claim against the company disputed and not
acknowledge as debt.
a sales tax and entry tax 68,445,750 68,445,750
Income Tax 635439 635439
Excise Duty 2174440 2174440
Custom Duty 580719 580719
d ESI Authorities 13,242,753 13,242,753
Labour Tribunal Award 2960000 2960000 The company presumes remote possibility of out flow of cash in respect of above.
74
BWL LIMITED 18. Following BIFR direction to Operating Agency (OA) to ensure conversion of unsecured loans
(full or in part) in to equity shares and de rating of share capital, the company obtained share holder’s approval by way of special resolution through postal ballot to the effect of de rating of equity and preference shares by 60% of corresponding face vale and issuance of equity
shares face value in Rs.1/- per share against reduced value of relevant shares apart from converting unsecured loans of Rs.3,40,61,000/- in to equity shares of Rs.1/- each at per, application of both the resolutions being contingent upon BIFR’S approval of company’s scheme of rehabilitation. Pursuant to obtention of approval of members, the scheme has been revised in limited context of above by the OA who had forwarded the same to BIFR for approval. Subsequently BIFR has issued deficiency letter on scrutiny of DRS to IDBI (OA) with a copy to the company which has been replied by the company to OA with a copy to BIFR and the same is under examination by BIFR.
19. Information pursuant to AS-17
The company at present operate in one segment only (I,e, SWD) This rules out the cause of
furnishing segment report under AS-17. 20. Related party disclosure in terms of AS-18:
1 There is no enterprise where control exists.
2 Other related parties in transaction with the company.
Aekta Khetawat and Shri H.P.Khetawat (HUF), Sunil Khetawat (HUF), Sandeep
Khetawat (HUF)
c) List of enterprises where key management personnel or their relatives hold the
office of KMP:
M/S Kumi Agro Industries Ltd, BWL Industries (P) Ltd, Sulabh Sales Pvt. Ltd, and
Bhubneswari Investment Pvt. Ltd,
d) Entities under significant influence of KMP’s
H.P.Khetawat (HUF)
e) Independent Directors:
Prabir Chaudhury and Malay Sengupta 75
BWL LIMITED 3 Details of Transactions with related parties:
21. Information pursuant to AS-18 Key Management Relatives of the key Enterprise where key Personnel/ management Personnel Management personnel of Independence their relatives hold the Director office of key management
Current Previous Current Previous Current Previous Year Year Year Year Year Year
Remuneration Paid 2344624 2314624 – – – –
Remuneration Waived 1,359,360 1,359,360 – – – –
Receipt of Unsecured Loan – ---- – – 95000 3174620
Repayment of Unsecured Loan – – – – ,86250 3175620
Payable at year end: – – – – – –
Remuneration 35670 33799 – – – –
Interest on Unsecured loan 79,604 79,604 1,045,652 1,045,652 2,270,231 2,270,231
Unsecured Loan 1,705,505 1,705,505 8,833,118 8,833,118 56,348,774 56340024 Note: Remuneration includes board/committee meetings fees paid to Independent Directors for
Rs.60000/-(Previous years Rs.54000/-). No further amount has been paid to Independent Directors.
22 In absence of virtual certainty of future taxable profit to realize deferred tax assets accrued
till date on account of unabsorbed loss & unabsorbed depreciation, no deferred tax asset
has been recognized as a measure of prudence as laid down under para 19 of AS-22.
This also contributed to ignoring AS-22 in its totality.
23 Impairment of Fixed Assets:-
Test of impairment undertaken in recent past revealed recoverable value of the CGW under
net selling price method significantly higher than carrying cost, of fixed assets. As such no
impairment provision is called for.
24 The workforce of the Company is meager six including two whole time directors who have
been waiving their substantial remuneration. Gratuity liability paid as per the advice of LIC
for Annual Premium amounts to Rs.Nil only (previous year Rs.4950/—) Liability on account of Leave Salary amount to mere Rs.7412/- (previous year Rs.5630/-) for the year according
to management estimate based on all employees retiring on Balance Sheet date.
Ascertainment of Liability as laid down under AS-15 (revised) involves considerable cost which is difficult for this company to withstand. In view of this the company has accounted
for these liabilities as per accounting policy No. 2A(g), It may be mentioned here in that under any circumstances existing book liability towards leave salary is bound to be higher
than actuarial computation.
25 Depending on disclosure mandated for entities under MSMED Act,2006 to reveal their
76
BWL LIMITED
identity in correspondences, bills & challan etc, no transaction is observed to have been
entered into by the company during the year with any party belonging to micro and small
category under MSMED Act,2006. 26 The Company has no Bank or Institutional borrowings. Lion’s share of borrowing relates to
sources of promoters which are of the nature of quasi capital. It has been already stated in
appropriate note that major part of quasi capital is poised for conversion in to equity shares
so as to render net worth positive. Beside the management aspires to revitalise the unit by
implementation of package under consideration of BIFR. These are raison d’être of going
concern assumption guiding accounting policies. 27 Notwithstanding serious fund constraint, the company subsequent to the end of financial
year has appointed one woman Independent Director as an additional Director who has also
been inducted as a member of the Nomination and Remuneration Committee as to conform
to requirements of clause-49 of LA and section 149,177 and 178 of the Companies
Act,2013. 28 Change in treatment of depreciation: Pursuant to the enactment of Companies Act 2013, the
Company has applied depreciation based on estimated useful lives of tangible fixed assets as specified in Schedule II., According to said schedule, over- aged assets under new
dispensation, net off which residual values as at 1st April,2014, amounting to Rs.1023802/-
have been charged off directly by adding to deficit forming part of “ Reserve and Surplus” In the balance sheet. Application of depreciation on carrying cost of remaining assets in terms of revised life span stipulated under Schedule II of Companies Act,2013 led to increase in depreciation and loss of the year by Rs.44147/-each.
29 Information (Pursuant to AS-29):
Brief particulars of provision on disputed liabilities (Provided for):
Nature of liabilities; Income Tax
Particulars of Dispute: Interpretation of Section 80 within the meaning of contemporary
Income Tax Act,1961 for Assessment year 1983-84
Opening provision: Rs.1352023/-
Provision made during the year: Nil
Provision adjusted during the year: NIL
Closing provision: Rs 1352023/-
Note: There will be no outflow of fund against crystallisation of above liability pending before
High Court, as payment has already been made and appearing in loans and advances.
77
BWL LIMITED
30 Computation of Earning per Share:
a) After consideration of extra-ordinary item:
Current year Previous year
Net Loss as per statement of profit and loss account 2673252 2007089
No. of Equity Shares 6979610 6979610
Earning per Share (0.38) (0.29)
b) Before consideration of extra ordinary item:
Net Loss as per statement of profit and loss account 2673252 2007089
Less: Extra ordinary item on account of Depreciation 44147 -
Net Loss after consideration of extra ordinary item: 2629105 2007089
No. of Equity Shares 6979610 6979610
Earning per Share (0.38) (0.29)
31 Figures for the previous year have been regrouped and rearranged wherever necessary.
In Terms of our Report of Even date For G. Basu & Co.
Chartered Accountants R. No. : 301174E
(J. N. Dhar) Place : Kolkata Partner Date: 6th August-2015 (M.No. 007117)
For and on behalf of the Board SUNIL KHETAWAT Managing Director SANDEEP KHETAWAT Executive Director
SHYAM NIYOGI Chief Financial Officer
78
BWL LTD. Corporate Identity Number : L27105CT1971PLC001096
Regd. Office: Industrial Area Bhilai- 490026 (C.G) Mobile No : 91-9329108314 Website: www.bhilaiwire.com E-Mail: [email protected]
FORM NO. MGT - 11
PROXY FORM
[Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 a Administration) Rules, 2014]
FORTY THIRD ANNUAL GENERAL MEETING – SEPTEMBER 30, 2015 Name of the Member(s): Registered Address : E-mail ID Folio No./ Client ID: DP ID: I / We being the Member(s) of _____________________________________ equity shares of Rs._______________ 1. Name:__________________________________________________E-mail Id___________________________
______________________________________________Signature:_________________________________ or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 43rd Annual General Meeting of the Company to
be held on Wednesday, September, 30, 2015 at 4.30 p.m. at Steel Club, Sector-8, Bhilai- 490 006 (Chhattisgarh) India and at any
adjournment(s) thereof, in respect of such resolution as are indicated below ORDINARY BUSINESS: 1. To consider and adopt the accounts of the company for the financial year ended 31st March, 2015 and the report of the Board of
Directors and Auditors thereon.
2. To appoint Auditors and to fix their remuneration. SPECIAL BUSINESS: 3. Re-appointment of Shri Sunil Khetawat (DIN : 00391080) as Managing Director & Chief Executive Officer and with
Remuneration payable to him.
4. Re-appointment of Shri Sandeep Khetawat (DIN : 00391181) as Executive Director and with Remuneration payable to him. 5. To appoint Mrs. Shahin Basu Majumdar (DIN : 07254960) as an Independent Director.
Signed: this __________________day of_____________2015 Affix
Signature of Member(s): _______________________ ] Revenue
Stamp
Signature of the Proxy holder(s):_________________
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,
not less than 48 hours before the commencement of the Meeting.
BWL LIMITED BOARD OF DIRECTORS
Shri Sunil Khetawat - Chairman & Managing Director
Shri Sandeep Khetawat - Executive Director
Shri Prabir Choudhury - Director (Independent)
Shri Malay Sen Gupta - Director (Independent)
Mrs. Shahin Basu Majumdar - Additional Director (Independent)
AUDITORS : SOLICITORS :
M/s. G. Basu & Co. O.P. Khaitan & Co., New Delhi
Chartered Accountants R. Ginodia & Co., Kolkata
REGISTERED OFFICE : BANKERS :
Industrial Estate, Bhilai-490026 State Bank of India
Chhattisgarh (India) ICICI Bank
Punjab National Bank
Allahabad Bank
Bank of India
ADMINISTRATIVE OFFICE :
Industrial Estate, Bhilai-490026
Chhattisgarh (India)
WORKS :
Industrial Estate, Bhilai-490026
Chhattisgarh (India)
BRANCH :
KOLKATA :
B-Block, Opp. Trivoli Court,
67-C, Ballygunj, Circular Road,
CONTENTS : PAGE
Kolkata - 700019
Notice of Annual General Meeting............................ 1
