25 Apr 2017 | Livemint.com

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BWL Ltd.

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BWL Ltd. Accounting Policy

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. 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

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

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 th is report.

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 31 st 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.

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.

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.

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

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.

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

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.

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.

P. Chaudhury

Chairman,  

Date: 6th August,2015

Place: Kolkata

Nomination and Remuneration Committee

5. Stake holders Relationship Committee:

The investors grievances committee (Presently named as Stake Holder Relationship Committee) of the company was first constituted on 30.10.1973 as a " Share Transfer committee" .

The Committee deals with various matters relating to the transfer / transmission of Share, issue of the duplicate share certificates, approving the split / consolidation of shares and other matters relating to the share holders complaints.

The committee comprises of three Directors being chaired by Mr.Prabir Chaudhury, an independent Non executive Director. Remaining two are Executive Directors of the company. The Board has authorised the Members of the Committee and CFO,the Compliance Officer, to approve the Transfer of Shares.

During the 12 months financial year, the Company received eleven complaints from the share holders. The Company endeavors to reply all complaints received from Share holders within a period of 15 days. The status of Investor's Compliance is tabulated below :

No. of Complaint outstanding as on 31.03.2014 : 6 Complaints

Complaint received during the year : 11 Complaints

Complaint disposed of during the year : 17 Complaints

Balance as on 31.03.2015 : Nil Complaints

6. RISK MANAGEMENT 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.

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

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.

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

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 Non­Executive 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

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.

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.

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:

9. General Share holder's information:

a) Annual General Meeting:

Date : 30.09.2015

Venue : STEEL CLUB, Sector- 8, Bhilai (C.G.) 490 006

Time : 4.30-PM

Book Closer Date : 23rd, Sept. 2015 to 30th, Sept. 2015 (both days inclusive)

Dividend payment Date : Not applicable.

b) Financial Calendar (Tentative and subject to change) : Particulars

Financial reporting for Date

Quarter ended 30th June 2014 2nd week of August'2014

Half year ended 30the Sep., 2014 2nd Week of November,2014

Quarter ended 31st December 2014 2nd week of Feb.'2015

Year ended as on 31st March 2015 2nd week of May-2015

AGM for the year ended 31 st March 2015 Ist Fortnight of Aug'2015

d) Listing on Stock Exchanges:

The company's Equity/Redeemable Preference Shares are listed on the following Stock Exchange:-

i) B.S.E.Ltd.

Phiroze Jeejeebhoy Tower, Dalal Street, 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

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

(Sunil Khetawat) Managing Director & CEO

(Shyam Niyogi) CFO

Place : Kolkata

Date : 6th August,2015