|
To,
The Members of
Bharat Wire Ropes Limited ("The Company")
Dear Members,
The Directors of your Company are pleased to present the 39th Annual
Report on the business and operations of the Company and the Audited Financial Statements
for the Financial Year ended 31st March, 2025 ("the F.Y.").
1. COMPANY'S FINANCIAL PERFORMANCE
The performance of the Company is summarized below:
(Amount in Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
| Income from Business Operations |
61,931.62 |
62,183.53 |
| Other income |
79.28 |
82.16 |
Total Revenue |
62,010.90 |
62,265.69 |
| Profit before Interest Depreciation and Taxes |
13317.8 |
16483.62 |
| Less: Interest |
1,332.89 |
1,478.63 |
| Less: Depreciation |
2202.58 |
2,116.36 |
Profit before Share of Loss of Associates |
- |
- |
| Share of loss in Associates |
- |
- |
Profit / (Loss) before Tax |
9782.33 |
12,888.63 |
| Less: Extra-ordinary Item (Goodwill Written
Off) |
Nil |
Nil |
| Less: Current Income Tax |
Nil |
Nil |
| Less: Current tax relating to earlier
period/years |
Nil |
Nil |
| Less: Deferred Tax |
2538.32 |
3,254.41 |
Profit / (Loss) after Tax |
7,244.01 |
9,634.22 |
| Other Comprehensive Income / (Expenses) for
the Year, Net of Tax |
(18.65) |
(31.55) |
Total Comprehensive Income for the Year,
Net of Tax |
7225.36 |
9,602.66 |
Note: Previous year's figures have been regrouped/ reclassified
wherever necessary to correspond with the current year's classification / disclosure.
2. HIGHLIGHTS OF THE FINANCIAL SUMMARY
The Financial Statements of the Company for the year ended 31st March,
2025 have been prepared in accordance with Indian Accounting Standards (IND-AS), the
relevant provisions of sections 129 and 133 of Companies Act, 2013 (hereinafter referred
to as "the Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing
Regulations"), which have been reviewed by the Statutory Auditors.
REPORT
Standalone Performance
The total revenue of the Company for F.Y. 2024-2025 stood at Rs.
62,010.90 Lakhs as compared to Rs. 62,265.69 Lakhs in the previous year. The Company
earned a profit after tax of Rs. 7244.01 Lakhs for F.Y. 2024-25, as compared to profit of
Rs. 9,634.22 Lakhs in the previous year.
3. DIVIDEND
The members of the Board has recommended to declare a dividend at the
rate of Rs.10 each per share out of the current year's profits on no. 38,266 0.01%
Compulsory Convertible Preference Shares as per sanction of Resolution Plan to those
preference shareholders whose names appeared on the Register of Members as on cutoff date
i.e. 19th September, 2025
In terms of Regulation 43A of the SEBI Listing Regulations, the Board
of the Company has adopted a Dividend Distribution Policy, which can be accessed on the
website of the Company at
https://www.bharatwireropes.com/assets/document/pd f/758-1682515134.pdf
4. RESERVES AND SURPLUS
The Board of Directors has decided to plough back the entire amount of
profit in the business. Accordingly, the Company has not transferred any amount to the
'General Reserves' for the year ended 31st March, 2025. The closing credit balance of the
retained earnings of the Company for F.Y. 2024-25, after all appropriation and adjustments
was Rs. 13,551.54 Lakhs.
5. SHARE CAPITAL
Increase in Authorised Share Capital
The authorized share capital during the financial year ended 31st
March, 2025 remained at Rs. 85,00,00,000 (Rupees Eighty-Five Crore Only) divided into
8,49,60,000 (Eight Crore Forty-Nine Lakhs Sixty Thousand) Equity Shares of Rs. 10/-
(Rupees Ten Only) each and 40,000 (Forty Thousand) Compulsorily Convertible Preference
Shares of Rs. 10/- (Rupees Ten Only) each.
Increase in Paid up Equity Share Capital
During the year under review, the Company has made total
allotment of 4,06,907 (Four Lakh Six Thousand Nine Hundred and Seven) equity shares of
Rs.10 each to eligible employees under BWRL ESOP Scheme
2017 and BWRL ESOP Scheme 2022.
As on 31st March, 2025, the paid up share capital of the Company
was Rs. 68,48,71,460/- divided into 6,84,48,880 equity shares of Rs.10/- each and 38,266
0.01% Compulsorily Convertible Preference Shares of Rs.10/- each.
6. LISTING WITH STOCK EXCHANGES AND DEPOSITORY SERVICES
Your Company's equity shares are listed on The BSE Limited and National
Stock Exchange of India Limited. Further, the Company's Equity Shares have been admitted
to the depository mechanism of the National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL). As a result, the investors have an
option to hold the shares of the Company in a dematerialized form in either of the two
Depositories.
7. HUMAN RESOURCE
The Company's continued success depends on the ability to attract,
develop and retain the best talent at every level. The Company's Human Resource (HR)
Management practices are deep rooted in ensuring a fair and reasonable process for all-
round development of its talent. The Company strives to maintain a skilled and dedicated
workforce, representing diverse experiences and viewpoints. The Company's HR Policy is
focused on supporting employee's well-being.
The Company finds it imperative to follow policies and regulations that
produce an unbiased work and safe work environment.
8. CREDIT RATINGS
The Company has not issued any debt instruments and does not have any
fixed deposit programme or any scheme or proposal involving mobilization of funds in India
or abroad during the financial year ended 31st March, 2025. The Company has been
reaffirmed credit rating by CARE Ratings Limited on 01st August, 2025 i.e.
'CARE BBB+; Stable' (read as CARE Triple B+; Outlook: Stable)
for long-term facilities and
'CARE A3+' (read as CARE A three plus) for short-term
facilities, to the Company.
9. DETAILS OF SUBSIDIARIES, ASSOCIATES and JOINT VENTURES
As on 31st March, 2025, Company does not have any associates or
subsidiaries nor has entered into any Joint Venture.
10. MEETIGS OF THE BOARD
During the period under review, the Board of Directors met 5 (Five)
times viz. on 30thApril, 2024, 28th June, 2024, 01st August, 2024, 28th October, 2024, and
03rd February, 2025. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The details of
the meetings of the board of directors of the company convened during the financial year,
the attendance of the members there at and other requisite details are given in the
Corporate Governance Report which forms part of this Annual Report.
11. D I R E C TO R S A N D K E Y M A N A G E R I A L
PERSONNEL's (KMP's)
The lists of Director's & KMP's of the Company as on
31st March, 2025 are as follows:
Sr. No. Name |
Designation |
| 1 Mr. Murarilal Ramsukh Mittal (DIN:
00010689) |
Managing Director |
| 2 Mr. Mayank Mittal |
Joint Managing Director |
| (DIN: 00127248) |
|
| 3 Mr. Venkateswararao Laxmanamurty
Kandikuppa |
Whole-Time Director |
| (DIN: 06456698) |
|
| 4 Mr. Sushil Sharda |
Whole-Time Director |
| (DIN: 03117481) |
|
| 5 Mr. Sanjiv Swarup |
Independent Director |
| (DIN: 00132716) |
|
| 6 *Mr. Shivkumar Ramkishan Malu |
Independent Director |
| (DIN: 05345172) |
|
| 7 Ms. Ruhi Mittal |
Non-Executive Director |
| (DIN: 07159227) |
|
| 8 Mrs. Anita Rahul Shantaram |
Independent Director |
| (DIN: 00786517) |
|
| 9 Mr. Subhash Chander Kalia |
Independent Director |
| (DIN: 00075644) |
|
| 10 Mr. Mahender Singh Arora |
Chief Executive Officer |
| (PAN: AABPA9704C) |
|
| 11 Mr. Rakesh Kumar Jain |
Chief Financial Officer |
| (PAN: ABBPJ5834H) |
|
| 12 Mr. Govinda Soni |
Company Secretary & Compliance Officer |
| (PAN: CCFPS0647Q) |
|
* Mr. Shiv Kumar Malu, Non-Executive Independent Director (DIN:
05345172) has resigned with effect from 19th May, 2025 due to personal reasons and
commitments.
Further, none of the Directors are disqualified for being appointed as
the Director of the Company in terms of section 164 of the Companies Act, 2013.
12. DIRECTOR RETIRING BY ROTATION
Pursuant to provisions of section 152(6) of the Companies Act, 2013
(the "Act") and in terms of the Memorandum and Articles of Association of the
Company, Mr. Venkateswararao Kandikuppa (DIN: 06456698), Whole Time Director, is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment. The reappointment is being placed for members' approval at the
39th Annual General Meeting. The Members of the Company are requested to refer to the
accompanying notice of the 39th Annual General Meeting of the Company, for a brief profile
of the Director.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company after due assessment took on record the necessary
declarations received from each of the Independent Directors under Section 149(7) of the
Companies Act, 2013, that they meet the criteria of Independence laid down in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties. Further, all the independent directors on the Board of the Company are registered
with the Indian Institute of Corporate Affairs, Manesar, Gurgaon ("IICA") as
notified by the Central Government under Section 150(1) of the Companies Act, 2013 and as
applicable shall undergo online proficiency self-assessment test within the time
prescribed by the IICA. The Board after taking these declarations/ disclosures on record
and acknowledging the veracity of the same, is of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience, expertise, hold
highest standards of integrity and are Independent of the Management of the Company. The
terms and conditions of appointment of Independent Directors are available on the website
of the Company at https://www.bharatwireropes.com
14. COMMITTEES OF BOARD |
| The Board has established following Committees in
compliance with the requirements of the business and relevant provisions of applicable
laws and statutes: |
| Audit Committee |
| Nomination and Remuneration Committee |
| Stakeholders' Relationship Committee |
| Risk Management Committee |
| Corporate Social Responsibility Committee |
| Finance Committee |
| Fund Raising Committee |
The Committees constituted by the Board focuses on specific areas and
take informed decisions within the framework of delegated authority, and make specific
recommendations to the Board on matters within their areas or purview. The decisions and
recommendations of the Committees and minutes of meeting of committee are placed before
the Board for information and/or for approval, as required. During the year under review,
all recommendations received from its committees were accepted by the Board.
The details pertaining to the composition of the various Committees of
Board and details of their meeting held are included in the Corporate Governance Report,
which is a part of this report.
15. POLICY FOR DETERMINING DIRECTORS' ATTRIBUTES AND REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL's AND SENIOR MANAGEMENT EMPLOYEES
Pursuant to Section 178 of the Act, the Board has devised Nomination
and Remuneration Policy for determining director attributes and remuneration of Directors,
Key Managerial Personnel's and Senior Management Employees. The Board Diversity and
Remuneration Policy, has been framed to encourage diversity of thought, experience,
knowledge, perspective, age and gender in the Board and to ensure that the level and
composition of the remuneration of Directors, Key Managerial Personnel's and all other
employees are reasonable and sufficient to attract, retain and motivate them to
successfully run the Company. The said Policy is available on the website of the Company
and can be accessed at the web link: www.bharatwireropes.com.
16. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
In compliance with the provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of
its own performance, Board Committees, Individual Directors, Chairperson and the CEO/
Managing Director etc., for the year under review.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual Directors including the Non-Executive Chairman and the Managing
Director/CEO, their personal performance carried out using a peer review process,
participation, contribution and offering guidance and understanding of the areas which
were relevant to them in their capacity and was assessed on selected parameters related to
roles, responsibilities and obligations of the Board and functioning of the Committees
including assessing the quality, quantity and timeliness of flow of information between
the Company's Management and the Board which is necessary for the Board to effectively and
reasonably perform their duties.
In a separate meeting of the Independent Directors held on 03rd
February, 2025 and 24th March, 2025, performance of Non-Independent Directors, performance
of the Board as a whole and performance of the Chairman were also evaluated, taking into
account the views of Executive Directors and Non- Executive Directors. The Directors were
asked to provide their valuable feedback and suggestions about the overall functioning of
the Board and its Committees and its areas of improvement for a higher degree of
engagement with the Management.
The Board expressed its satisfaction with the evaluation results, which
reflects the high degree of engagement of the Board and its Committees with the Company
and its Management. Based on the outcome of the evaluation and assessment cum feedback of
the Directors, the Board and the Management have also agreed on some action points, which
will be implemented over an agreed period.
17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, 2015, the Familiarization programme for Independent Directors, which
also extends to other Non-Executive Directors that aims to familiarize them with the
Company, nature of the industry, business model, processes & policies, compliances
etc. and seeks to update them on the roles, responsibilities, rights and duties under the
Companies Act, 2013 and the SEBI Listing Regulations and other applicable statutes. The
details of the induction and familiarization programme for the Directors are given in the
Corporate Governance Report, which forms part of the Annual Report.
18. REMUNERATION OF DIRECTORS AND PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below.
The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the Financial Year 2024-25:
Name of Directors |
Ratio to the Median Remuneration |
Non-Executive Directors |
N.A. (as they have only received sitting
fees for attending meetings of the Board and its Committees during the Financial year
2024-25) |
Executive Directors |
|
| Mr. Murarilal Mittal |
63.62 |
| (Managing Director) |
|
| Mr. Mayank Mittal |
49.48 |
| (Jt. Managing Director) |
|
| Mr. Sushil Sharda |
21.21 |
| (Whole-Time Director) |
|
| Mr. Venkateswararao Kandikuppa |
15.55 |
| (Whole-Time Director) |
|
I. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year.
Directors, Chief Financial Officer and
Company Secretary |
% increase in Remuneration in the
financial year |
Non-Executive Directors |
N.A. (as they have only received sitting
fees for attending meetings of the Board and its Committees during the Financial year
2024-2025) |
| Mr. Murarilal Mittal |
25.00 |
| (Managing Director) |
|
| Mr. Mayank Mittal |
16.67 |
| (Jt. Managing Director) |
|
| Mr. Sushil Sharda |
17.19 |
| (Whole-Time Director) |
|
| Mr. Venkateswararao Kandikuppa |
10.00 |
| (Whole-Time Director) |
|
| Mr. Mahender Singh Arora |
16.54 |
| (Chief Executive Officer) |
|
| Mr. Rakesh Kumar Jain |
15.38 |
| (Chief Financial Officer) |
|
| Mr. Govinda Soni (Company Secretary &
Compliance Officer) |
34.41 |
ii. The percentage increase in the median remuneration of employees in
the financial year:
Particulars |
2024-2025 |
2023-2024 |
% Increase/ |
|
(Rs.) |
(Rs.) |
Decrease |
Median Remuneration of all employees per
annum |
3,53,664 |
4,03,461 |
(12.34%) |
iii. The number of permanent employees on rolls of the Company: There
were 529 (Five Hundred and Twenty-Nine) permanent employees (includes permanent
workers) as on 31st March, 2025.
iv. Average percentile increase/decrease already made in the salaries
of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase/decrease in the managerial remuneration and
justification thereof and point out if there any exceptional circumstances for
increase/decrease in the managerial remuneration:
The average increase in the salaries of employees excluding Managerial
Personnel during Financial Year 2024-25 was 6.91% The average increase in the salaries of
Managerial Personnel during Financial Year 2024-25 was 18.88%
v. The key parameters for any variable component of remuneration
availed by the Directors:
There is no variable component of remuneration availed by or paid to
directors during the year.
vi. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms remuneration is as per remuneration policy of the
Company.
Further, the details required under section 134 (3) (q) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure I to this report.
19. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory
Auditors under Section 143 (12) of the Act and Rules framed thereunder, either to the
Company or to the Central Government.
20. MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitment affecting financial
position of the Company which has occurred between the end of the financial year of the
Company i.e. 31st March, 2025 and the date of this Report.
21. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on 31st March, 2025 is available on the Company's website i.e.
www.bharatwireropes.com
22. CORPORATE GOVERNANCE
Company has consciously adhered to the best standards of corporate
governance long before they were legally mandated. The Company has devised proper systems
to ensure compliance with all the applicable provisions and that such systems are adequate
and operating effectively. Pursuant to Regulation 34(3) read with Schedule V of the SEBI
Listing Regulations, a separate section on Corporate Governance practices followed by the
Company, together with a Certificate from Practicing Company Secretary confirming
compliance, forms an integral part of this Report.
A declaration with respect to the compliance with the Code of Conduct
duly signed by the Chief Executive Officer of the Company also forms part of this Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under the
Regulation 34(2)(e) of the SEBI Listing Regulations and the same is presented in a
separate section forming part of this Annual Report. It provides details about the overall
industry structure, global and domestic economic scenarios, developments in business
operations / performance of the Company's various businesses, internal controls and their
adequacy, risk management systems, human resources and other material developments during
the financial year 2024-25.
24. B U S I N E S S R E S P O N S I B I L I T Y A N D SUSTAINABILITY
REPORT (BRSR)
In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations,
Business Responsibility and Sustainability Report ("BRSR") covering disclosures
on Company's performance on ESG (Environment, Social and Governance) parameters for FY
2024-25, is provided as a separate section forming part of the Board's Report.
25. SECRETARIAL STANDARDS
The Board of Directors affirms that the Directors have devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards
i.e. (SS-1 and SS-2) issued by the Institute of Companies Secretaries of India and that
such systems are adequate and operating effectively. The Company has complied with the
applicable Secretarial Standards.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, and to the best of
their knowledge and belief and according to the information and explanations obtained by
them, your Directors confirm the following statements:
(a) In the preparation of the annual accounts for the financial year
ended March 31, 2025; the applicable accounting standards have been followed along with
proper explanation relating to material departures;
(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 the Company as at March 31, 2025
and of the profit and loss of the Company for the year ended on that date;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis;
(e) The Directors had laid down internal financial controls to be
followed by the company and those internal financial controls were adequate and were
operating efficiently; and
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
27. AUDITORS
Statutory Auditors
Since the tenure of the previous Auditors i.e. NGS & Co. LLP
expires at the conclusion of the forthcoming Annual General Meeting, the Board of
Directors recommends to the shareholders the appointment (including remuneration) of M/s.
C N K & Associates LLP, Chartered Accountants (Firm Registration No.
101961W/W-100036.) as the Auditors of the Company.
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, The Board of Directors of the Company ("the Board"), has,
proposed to the Members of the Company appointment of M/s. C N K & Associates LLP,
Chartered Accountants (FRN: . 101961W/W-100036) as Statutory Auditors of the Company, for
a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting
till the conclusion of the 44th Annual General Meeting to be held in the year 2030.
Further, the aforesaid Statutory Auditors have confirmed that they are
not disqualified to act as Auditors and are eligible to hold office as Auditors of your
Company for financial year 2025-26.
Further, the report furnished by the previous auditor i.e. NGS &
Co. LLP, Statutory Auditors along with the notes to accounts is enclosed with the
Financial Statements. The Auditors have issued an unmodified opinion on the Financial
Statements for the financial year ended 31st March, 2025. The Auditors of the Company have
not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
Secretarial Auditors
Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations
2015, Section 204 of the Act, Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has proposed to the members to
appoint M/s. Mihen Halani & Associates, Practicing Company Secretaries, for a
term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till
the conclusion of the 44th Annual General Meeting to be held in the year 2030. The report
of the Secretarial Auditor in form MR-3 is annexed to this report as
Annexure II. The comments mentioned in the Secretarial Audit Report is
Self-Explanatory.
Pursuant to the circular issued by the SEBI dated 8th February, 2019,
Secretarial Auditor has issued the "Annual Secretarial Compliance Report" for
the year ended 31st March, 2025, and the same was submitted to the stock exchanges in
time.
Cost Auditors:
Pursuant to Section 148(1) of the Act, the Company is required to
maintain cost records as specified by the Central Government and accordingly such accounts
and records are made and maintained. Further, pursuant to Section 148(2) of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the
Company is also required to get its cost accounting records audited by a Cost Auditor.
Accordingly, the Board, at its meeting held on 19th May, 2025 has, on the recommendation
of the Audit Committee, appointed M/s. Dilip M. Bathija, Cost Accountant (Firm
Registration No. 100106), to conduct the audit of the cost accounting records of
the Company for FY 2025- 26 at a remuneration of Rs. 1,25,000 /- plus taxes as applicable
and out-of-pocket expenses. The remuneration is subject to the ratification of the Members
in terms of Section 148 of the Act, read with Rule 14 of the Companies (Audit and
Auditors) Rules, 2014 and accordingly the same is placed before the members at
ensuingAnnual General Meeting for ratification.
Internal Auditor:
During the year under review, M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants (Firm Registration No.: 003990S/S200018), Mumbai was appointed to perform the
duties of internal auditors of the Company for the Financial Year 2025-2026.
The report submitted by the Internal Auditors gets reviewed by the
audit committee from time to time. Further, the Board on recommendation of the Audit
Committee at its meeting held on 19th May, 2025, has re-appointed M/s. PKF Sridhar
& Santhanam LLP, Chartered Accountants (Firm Registration No.: 003990S/S200018),
as an Internal Auditor of the Company for the financial year 2025-26.
28. BUSINESS RISK MANAGEMENT
Your Company has laid down Risk Management Policy to identify risks
inherent in the business operations of the Company which provides guidelines to define,
measure, report, control and mitigate the identified risks. An enterprise-wide risk
management framework is applied so that effective management of risks can be done. Risk is
an integral part of every employee's job. The Audit Committee and Risk Management
Committee play an important role in evaluation of the risk management systems. The Policy
is devised for identification of elements of risks and procedures for reporting the same
to the Board. The Board reviews the business plan at regular intervals and develops the
Risk Management Strategy which shall encompass laying down guiding principles on proactive
planning for identifying, analyzing and mitigating all the material risks, both external
and internal viz. Environmental, Business, Operational, Financial and others.
29. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee
as per Section 135(1) of the Companies Act, 2013. The composition of CSR Committee and
terms of reference are provided in Corporate Governance Report. The CSR policy is u p l o
a d e d o n t h e C o m p a n y ' s w e b s i t e a t : www.bharatwireropes.comThe CSR
Report for the Financial Year 2024-25 is annexed to this report as
Annexure-III.
30. DEPOSITS
The Company has not accepted any deposits and as such no amount on
account of principal or interest on public deposit under section 73 and 74 of the Act,
read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as
on the date of the Balance Sheet.
31. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENT
Details of the Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to the financial statements provided
in this Annual Report.
32. PA R T I C U L A R S O F C O N T R A C T S O R ARRANGEMENTS WITH
PARTIES
All related party transactions entered and executed during the year
under review were in ordinary course of business and on arms' length basis. There were no
material contracts or arrangements or transactions entered with related parties, therefore
Form AOC-2 does not form part of this report. There were no materially significant Related
Party Transactions made by the Company with Promoters, Directors or Key Managerial
Personnel, etc., which may have potential conflict with the interest of the Company at
large. A statement of all Related Party Transactions is presented before the Audit
Committee and Board on a quarterly basis, specifying the nature, value and terms &
conditions of the transactions. The said transactions were reviewed and approved by the
Audit Committee.
Policy on Materiality of and dealing with Related Party Transactions of
the Company is available on the website of the Company and can be accessed at the web
link: www.bharatwireropes.com.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance with Section 177(9) of the Act and Regulation 22 of the
SEBI Listing Regulation, the Company has adopted a Whistle Blower Policy. The Audit
Committee oversees the functioning of this policy. The Company's vigil mechanism / Whistle
blower Policy aims to provide the appropriate platform and protection for Whistle Blowers
to report instances of fraud and mismanagement, if any, to promote reporting of any
unethical or improper practice or violation of the Company's Code of Conduct or complaints
regarding accounting, auditing, internal controls or suspected incidents of violation of
applicable laws and regulations including the Company's code of conduct or ethics policy
or Code of
Conduct for Prevention of Insider Trading in the Company, Code of Fair
practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the
Company to approach the Chairman of the Audit Committee of the Company for redressal.
Details of the Vigil Mechanism and Whistleblower policy are covered in the Corporate
Governance Report, which forms part of this Annual Report and are made available on the
Company's website at (www.bharatwireropes.com). During the financial year 2024-25, no
cases under this mechanism were reported to the Company.
34. BHARAT WIRE ROPES LIMITED EMPLOYEE STOCK OPTION PLANBWR ESOP 2017
The Shareholders of the Company, through Postal ballot dated 11th
February, 2017 approved the BWRL Employees Stock Option Plan - 2017 (ESOP Plan),
implemented with an objective of enabling the Company to attract and retain talented human
resources by offering them the opportunity to acquire a continuing equity interest in the
Company, which will reflect their efforts in building the growth and the profitability of
the Company. During the year 1,00,000 equity shares have been allotted to the eligible
employees whose options were duly vested under the BWRL ESOP Plan 2017.
BWRL ESOP Scheme, 2022
The shareholders vide special resolution passed in their Extra-ordinary
general meeting held on 20th October, 2022 approved BWRL ESOP Scheme 2022 which was
formulated by the Company with an objective to align interests of employees with those of
a company and provide an opportunity to employees to participate in the growth of the
Company and to attract, retain and motivate the best available talent in a competitive
environment. The Certificate from the Secretarial Auditors of the Company certifying that
the Company's Stock Option Plans are being implemented in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021would be available for
inspection during the meeting in electronic mode. Further, the Board hereby confirms that
during the year under review there were no other material changes carried out in both the
schemes and same is in compliance with the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. Details as required as per Part F of Schedule I of the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the
website at www.bharatwireropes.com The details of the plan form part of the Notes to
accounts (Note no. 44) of the financial statements in this Annual Report and the BWRL
Employees Stock Option Plan 2017 and BWRL ESOP Scheme 2022 are available on the
website of the Company i.e. www.bharatwireropes.com.
During the year 3,06,907 equity shares have been allotted to the
eligible employees whose options were duly vested under the BWRL ESOP Plan 2022.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the regulators or
courts or tribunals impacting the going concern status of your Company and its future
operations.
36. CONSERVATION OF ENERGY, TECHNOLOGY A B S O R P T I O N , F O R E I
G N E X C H A N G E EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange earnings and outgo as required under Section 134 (3) (m) of
the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under:
(A) Conservation of Energy:
Energy conservation is of paramount importance for BWR. With growing
concerns about climate change and the need for sustainable practices, BWR is increasingly
focused on energy conservation to reduce costs, minimize environmental impact, and enhance
overall operational efficiency. In the past one year we have taken various initiatives to
be true to our environmental commitment.
1. We h a v e i m p l e m e n t e d p r o x i m i t y
sensors/temperature sensors to control electrical peripherals; and
2. We are also under process for installation of solar panels on roof
top & adjoining land.
3. We have implemented energy audit to reduce power wastages.
(B) Technology Absorption:
We have installed light sensors for auto cut off/on to save on
electricity costs and level sensors for better utilizing our resources.
We have an additionally installed load sensor to pick up weight which
saves on manual labour.
(C) Foreign Exchange Earnings and Outgo:
(Amount in Lakhs)
Sr. No. Particulars |
2024-25 |
2023-24 |
| 1 Foreign Exchange |
2335.02 |
1670.69 |
| Earnings (Inflow) |
|
|
| 2 Value of Direct Import |
4512.18 |
1824.37 |
| (C. I. F. Value) |
|
|
| 3 Expenditure in Foreign |
311.43 |
301.82 |
| Currency (Outflow) |
|
|
37. COMPLIANCE WITH PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to uphold and maintain the dignity of women
employees and an Internal Complaints Committee has been formed for each location of the
Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Further, the Company has also framed Sexual Harassment Policy of Bharat
Wire Ropes Limited to prevent sexual harassment of women at work place.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees)
are covered under this policy. The Company has also complied with the provisions related
to the constitution of an Internal Complaints Committee (ICC) under the said Act to
redress complaints received regarding sexual harassment. The Company received no
complaints pertaining to sexual harassment during FY 2024-25.
Details with respect to number of complaints received pursuant to
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
are as follows
Particulars |
Number |
| Number of complaints pending as on the
beginning of the financial year 2024-25 |
0 |
| Number of complaints filed during of the
financial year 2024-25 |
0 |
| Number of complaints disposed of during of
the financial year 2024-25 |
0 |
| Number of complaints pending as on the end of
the financial year 2024-25 |
0 |
38. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIALSTATEMENTS
Your Company has a robust internal control system commensurate with the
size and scale of its operations. Roles and responsibilities are clearly defined and
assigned. Standard operating procedures are in place by way of built in controls in ERP
system and have been designed to provide a reasonable assurance. A reputed Chartered
Accountants firm has also been engaged for internal audit, covering all units and business
operations. The Audit Committee reviews the adequacy and effectiveness of internal control
systems and provides guidance for further strengthening them.
Apart from having all policies, procedures and internal audit mechanism
in place, your Company also periodically engages outside experts to carry out an
independent review of the effectiveness of various business processes. The observations
and good practices suggested are reviewed by the Management and Audit Committee and
appropriately implemented with a view to continuously strengthen internal controls.
39. CEO/CFO CERTIFICATION
The Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO") have certified to the Board about compliance by the Company in
accordance with Regulation 17(8) read with Part B of Schedule II of the Listing
Regulations for the financial year ended March 31, 2025 and the same forms part of this
Annual Report.
40. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of Seven years. Therefore, there were no funds which were required to be
transferred to investor Education and Protection Fund (IEPF).
41. MISCELLANEOUS
During the year, there was no change in the general nature of
business of your Company.
Your company has not issued equity shares with differential
rights as to dividend, voting or otherwise;
Your Company did not allot any sweat equity shares. Therefore,
no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures)
Rules, 2014; there were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014; During the financial year under review, no applications were made or
proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016
nor any such proceeding was pending at the end of the financial year under review.
There was no one-time settlement done during the year. Hence,
disclosure of details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions is not applicable.
42. MATERNITY BENEFIT: Rule 8(5)(xiii) of
Companies (Account) Rules, 2014
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
43. APPRECIATION AND ACKNOWLEDGEMENT
Your directors are grateful to the Shareholders and Investors for their
continued patronage and confidence in the Company over the past several years. Your
directors also thank the Central and State Governments, other Statutory and Regulatory
Authorities for their continued guidance, assistance, co-operation and support received.
Your directors thank all our esteemed shareholders, clients,
associates, bankers, vendors and contractors and other stakeholders at large within the
country and overseas for their continued support, faith and trust reposed in the
professional integrity of the Company. With continuous learning, skill up gradation and
technology development Company will continue to provide world class professionalism and
services to its clients, associates, vendors and contractors.
Your directors also wish to convey their sincere appreciation to all
employees at all levels for their dedicated efforts and consistent contributions and
co-operation extended and is confident that they will continue to contribute their best
towards achieving still better performance in future to become a significant leading
player in the industry in which Company operates.
| On behalf of Board of Directors of |
|
Bharat Wire Ropes Limited |
|
Murarilal Mittal |
Mayank Mittal |
Managing Director |
Joint Managing Director |
DIN: 00010689 |
DIN: 00127248 |
| Date: 11th August, 2025 |
|
| Place: Mumbai |
|
|