DIRECTORS REPORT TO THE MEMBERS The Directors of the Company are pleased to present the 54th Annual Report of the Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2015. OPERATIONS The Board of the Company is in the process of evaluating alternative business opportunities which the Company may choose to enter into in the future. DIVIDEND The Board of Directors do not recommend declaration of any dividend. SHARE CAPITAL The paid up equity share capital as on 31st March, 2015 is Rs. 53.40 lacs. During the year under review, the Company has not issued any shares including shares with differential voting rights or employee stock options or sweat equity shares nor does it have any scheme to fund its employees to purchase the shares of the Company. As on 31st March, 2015, none of the Directors of the Company hold instruments which are convertible into equity shares of the Company. FINANCE AND ACCOUNTS Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on a historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect in a true and fair manner the form and substance of transactions and reasonably present the state of affairs, losss and cash flows of the Company for the year ended March 31, 2015. There is no audit qualification in respect of the standalone by the statutory auditors for the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements. FIXED DEPOSITS The Company has not accepted any public deposits during the financial period under review. INSURANCE The properties of the Company have been adequately insured. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. No material related party transactions were entered into during the year by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Details of the transactions with related parties are provided in Note no. 20.3 of the accompanying financial statements. SEGMENT WISE RESULTS AS-17 issued by the Institute of Chartered Accountants of India is not applicable to the Company since its turnover for the immediately preceding accounting period on the basis of the audited financial statements does not exceed Rs. 50 crores. RISK MANAGEMENT Business risk evaluation and management is an ongoing process within the Company and an assessment of the same is periodically carried out by the Board. INTERNAL CONTROLS SYSTEMS The Company has an adequate system of internal controls to ensure that all assets are safeguarded and productive. Necessary checks and controls are in place to ensure that transactions are properly verified, adequately authorized, correctly recorded and properly reported. HUMAN RESOURCES The Company treats its human resources as an important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its human capital will effectively contribute to the long term value enhancement of the organization. Your Directors state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS There are no significant and material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations. INDUSTRIAL RELATIONS Industrial relations with staff and workmen during the year under review remained cordial. Appointment of Directors Smt. Vineeta Kanoria (DIN 00775298) was appointed as an Additional Director of the Company with effect from 31st March, 2015. Necessary resolution for her appointment is placed before the shareholders for approval. Shri Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment. Policy on appointment and remuneration of Directors Criteria for appointment of Independent Directors With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration Committee, appoints independent directors who are of high integrity and with relevant expertise and experience in the fields of manufacturing, marketing, finance, taxation, law, governance and/or general management so as to have a diverse Board. Criteria for appointment of Whole Time Directors The Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise and experience as well as leadership qualities for such position and takes into consideration recommendations if any, received from any member of the Board in this regard. Declaration from Independent Directors The independent director has given a declaration that he meets the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. Performance Evaluation Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors, the Board as a whole and also the secretarial department. Based on the said criteria, the exercise of evaluation is carried out through a structured process covering various aspects of the functioning of the Board such as the composition of the Board and Committees, experience & expertise, performance of specific duties and obligations, governance & compliance issues, attendance, contribution at meetings etc. The performance evaluation of the non independent directors was carried out by an independent director at a separately convened meeting in which the performance of the Board as a whole was also evaluated and the performance of the secretarial department was also reviewed. The performance of the independent directors has been carried out by the entire Board (excluding the director being evaluated). BOARD AND COMMITTEE MEETINGS Ten (10) Board Meetings were convened and held during the year. The Board has constituted an Audit Committee. There has not been any instance during the year where a recommendation of the Audit Committee was not accepted by the Board. The interval between two meetings has been well within the maximum period mentioned under section 173 of the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors confirm as under i) that in the preparation of the accounts for the financial year ended 31 st March 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review; iii) that the directors have taken proper and sufficient care for maintenance 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; iv) that the directors have prepared the accounts for the financial year on a going concern basis. v) that the directors have laid down internal financial controls which are adequate and were operating effectively. vi) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF ANNUAL RETURN Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure "A" to this Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure "B" to this Report. PARTICULARS OF EMPLOYEES The information required pursuant to section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request in terms of section 136 of the Act. This Report is being sent to all the shareholders of the Company and others entitled thereto, excluding such information. The said information is available for inspection by the members at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Members interested in obtaining a copy thereof may write to the Company in this regard. CORPORATE GOVERNANCE Pursuant to the provisions of clause 49 of the Lising agreement read with Circular no. CIR/CFD/POLICY CELL/ 7/2014 dated 15.09.2014, Corporate Governance is not applicable since the Company's paid up equity share capital in below Rs.10 crores and its Net worth is below Rs.25 crores on the last day of the previous Financial Year. AUDITORS: a. Statutory Auditors In the last AGM held on 30th September, 2014, M/s. Singhi & Co., Chartered Accountants, had been appointed as Statutory Auditors of the Company for a period of 1 (one) year. A resolution for the ratification of their appointment to hold office from the conclusion of this AGM till the conclusion of the next AGM is being placed before the members of the Company at the incoming AGM. As required under section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Singhi & Co. that their appointment, if made, would be in conformity with the limits specified in the said section. Members are requested to ratify their appointment as Statutory Auditors and fix their remuneration. The Report of the Statutory Auditors forms a part of the Annual Report. The observations made in the Auditors' Report are self explanatory and do not call for any further comments. b. Cost Auditors Cost Audit is not applicable to the Company for the financial year 2014-15 as per the provisions of section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder as well as the Cost Audit Orders issued from time to time. c. Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Secretarial Audit Report is annexed herewith as Annexure "C" to this report. The Auditors' Report for the financial year ended 31 st March, 2015 does not contain any qualification, reservation, adverse remark or disclaimer. ACKNOWLEDGEMENT Your directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued support received by the Company during the year from all its other stakeholders. By Order of the Board of Directors For BOMBAY WIRE ROPES LIMITED Raj Kumar Jhunjhunwala Whole Time Director Dr. Anurag Kanoria Director Dated : 11th August, 2015 Place : Mumbai, Registered Office : 401/405, Jolly Bhavan No. 1, 4th Floor, 10, New Marine Lines, Mumbai - 400 020. |