BWL LIMITEDBOARD OF DIRECTORSShri Sunil Khetawat - Chairman & Managing DirectorShri Sandeep Khetawat - Executive DirectorShri Prabir Choudhury - Director (Independent)Shri Malay Sen Gupta - Director (Independent)Mrs. Shahin Basu Majumdar - Director (Independent)

AUDITORS : SOLICITORS :M/s. BASU CHANCHANI & DEB M & M Associates, New DelhiChartered Accountants R. Ginodia & Co., Kolkata

REGISTERED OFFICE : BANKERS :Industrial Estate, Bhilai-490026 State Bank of IndiaChhattisgarh (India) ICICI Bank

Punjab National BankBank of India

ADMINISTRATIVE OFFICE :Industrial Estate, Bhilai-490026Chhattisgarh (India)

WORKS :Industrial Estate, Bhilai-490026Chhattisgarh (India)

BRANCH :KOLKATA :B-Block, Opp. Trivoli Court,67-C, Ballygunj Circular Road,Kolkata - 700019

DELHI :176/2, Hari Nagar AshramNew Delhi-110014

CONTENTS : PAGENotice of Annual General Meeting............................1

Board’s Report........................................................9

Anexure’s to the Board Report ...................................19

Auditor’s Report ...........................................................37

Balance Sheet......................................................46

Statement of Profit & Loss A/c...................................47

Cash Flow Statement................................................48

Notes on Accounts..............................................49

1

BWL LIMITEDNOTICE

Notice is hereby given that the Forty-Eight Annual General Meeting of the company will be held atRegistered Office Industrial Area, Bhilai- 490 026 (Chhattisgarh) on 30th September, (Wednesday)2020 at 4:30 P.M to transact the following business:

A. ORDINARY BUSINESS:

1. To consider and adopt the financial statements of the company for the financial year ended31st March, 2020 and the report of the Board of Directors and Auditors thereon.

2. To ratify the appointment of M/s. Basu, Chanchani, Deb & Co., Chartered Accountants asAuditors to hold Office from the conclusion of 48th Annual General Meeting until the conclusionof the next Annual General Meeting of the company and to fix their remuneration.

B. SPECIAL BUSINESS:

3. To appointment of Shri Sunil Khetawat (DIN : 00391080), Managing Director & Chief ExecutiveOfficer and in this regard to consider and if thought fit to pass with or without modification thefollowing resolution as a Ordinary Resolution:

“RESOLVED THAT in accordance with the provision of sections 196, 197 and 203 read WithSchedule V and other applicable provisions, if any, of the Companies Act, 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (includingany Statutory modifications(s) or re-enactment (s) thereof, for the time being in force), theCompany accords its approval and consent to the appointment of Shri Sunil Khetawat asManaging Director and Chief Executive Officer w.e.f 01.04.2021 for a further period of 5(five)years.”

“Resolved Further That the Remuneration of Shri Sunil Khetawat will be as under:

(a) (i) Salary Rs. 70,000/- (Rs. Seventy thousand only) per month in the scale ofRs.70,000/- Rs.5000/- Rs.90,000/-

(ii) Commission: 1 % of the Net profits of the Company as per Section 197 of theCompanies Act, 2013 subject to a ceiling of 50% of the Annual Salary.

(C) PERQUISITES AND ALLOWANCES:

i) Furnished residential accommodation with Water, Gas, Electricity etc. monetary value of whichmay be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. Theabove is subject to the following:

a) The expenditure incurred by the Company having accommodation for him will be subjectto ceiling of 50% of salary over and above 10% payable by him.

b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing willbe evaluated as per the Income Tax Rules, 1962. This will, however, be subject to aceiling of 10% of the Salary paid to him.

ii) Medical facilities of self and Family Reimbursement of expenses actually incurred, the totalcost of which to the Company shall not exceed one-month salary in a year or three months’salary over a period of three year

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iii) Leave Travel concessions for self, wife and minor children once in a block of two years to andfro any place in India subject to the conditions only actual fare and no hotel expenses etc. willbe allowed.

iv) Fees of Clubs to a maximum of two Clubs. This will not include admission and Life Membershipfees.

v) Personal accident Insurance of an amount the annual premium of which does not exceedRs.1000/-

vi) Company contribution towards Provident Fund as per the Rules of the Company but does notexceeding 12% of the Salary.

vii) Company’s contribution towards Pension Superannuation Fund as per Rules of the Companybut it shall not together with Company’s contribution to the Provident Fund, exceeding 25% ofthe salary.

However, contribution to Provident Fund and Pension/ superannuation fund will not be includedin the computation of the ceiling perquisites to the extent there, either singly or put togetherare not taxable under the Income Tax act, 1961.

viii) Gratuity not exceeding one half months’ salary for each completed year of services, subject toa ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides.

ix) Free use of car with driver, for company’s business, the monetary value of which may beevaluated as per Income Tax Rules, 1962.

x) Free Telephone facilities at residence all personal long-distance calls shall be billed by theCompany.

xi) Encashment of leaves as per Company’s Rules at the end of the tenure.

a) He shall not be paid any sitting fees for attending meeting of the Board of Directors orCommittees thereof.

b) Minimum Remuneration: Not withstanding anything to the contrary herein, wherein anyfinancial year during the continuance of the tenure of Shri Sunil Khetawat, the Companyhas not made any profits or its profits are inadequate, the Company will pay Salary andperquisites as specified above, as permitted by the Companies Act 2013.

4. Re-appointment of Shri Sandeep Khetawat (DIN: 00391181), Executive Director and in thisregard to consider and if thought fit to pass with or without modification the following resolutionas a Ordinary Resolution:

“RESOLVED THAT in accordance with the provision of sections 196, 197 and 203 read WithSchedule V and other applicable provisions, if any, of the Companies Act, 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (includingany Statutory modifications(s) or re-enactment (s) thereof, for the time being in force), theCompany accords its approval and consent to the Re-appointment with Remuneration payableto Shri Sandeep Khetawat, Whole Time Director presently designated as Executive Directorw.e.f 01.06.2021 for a further period of 5(five) years.”

“Resolved Further That the Remuneration of Shri Sandeep Khetawat will be as under:

(b) (i) Salary Rs. 66,000/- (Rs. Sixty-six thousand only) per month in the scale of Rs.66,000/- Rs.5000/- Rs.86,000/-

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BWL LIMITED(ii) Commission: 1 % of the Net profits of the Company as per Section 197 of the Companies

Act, 2013 subject to a ceiling of 50% of the Annual Salary.

(C) Perquisites and Allowances:

i) Furnished residential accommodation with Water, Gas, Electricity etc. monetary value of whichmay be evaluated as per Rule 3 (a) of Income Tax Rules 1962 or House Rent Allowance. Theabove is subject to the following:

a) The expenditure incurred by the Company having accommodation for him will be subjectto ceiling of 50% of salary over and above 10% payable by him.

b) The Expenditure incurred by the Company of Gas, Electricity, Water and Furnishing willbe evaluated as per the Income Tax Rules, 1962. This will, how over, be subject to aceiling of 10% of the Salary paid to him.

ii) Medical facilities of self and Family Reimbursement of expenses actually incurred, the totalcost of which to the Company shall not exceed one month salary, for in a year or three months’salary over a period of three years.

iii) Leave Travel concessions for self, wife and minor children once in a block of two years to andfro any place in India subject to the conditions only actual fare and no hotel expenses etc. willbe allowed.

iv) Fees of Clubs to a maximum of two Clubs. This will not include admission and Life Membershipfees.

v) Personal accident Insurance of an amount the annual premium of which does not exceedRs.1000/-

vi) Company contribution towards Provident Fund as per the Rules of the Company but does notexceeding 12% of the Salary.

vii) Company’s contribution towards Pension Superannuation Fund as per Rules of the Companybut it shall not together with Company’s contribution to the Provident Fund, exceeding 25% ofthe salary.

However, contribution to Provident Fund and Pension/ superannuation fund will not be includedin the computation of the ceiling perquisites to the extent there, either singly or put togetherare not taxable under the Income Tax act, 1961.

viii) Gratuity not exceeding one half months’ salary for each completed year of services, subject toa ceiling as per provision of payment of Gratuity Act or as the Board of the Company decides.

ix) Free use of car with driver, for company’s business, the monetary value of which may beevaluated as per Income Tax Rules, 1962.

x) Free Telephone facilities at residence all personal long-distance calls shall be billed by theCompany.

xi) Encashment of leaves as per Company’s Rules at the end of the tenure.

c) He shall not be paid any sitting fees for attending meeting of the Board of Directors orCommittees thereof.

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d) Minimum Remuneration Not withstanding anything to the contrary herein, wherein anyFinancial year during the continuance of the tenure of Shri Sandeep Khetawat, the Companyhas not Profits or its Profits are inadequate, the Company will pay Salary and perquisitesas specified above the permitted by the Companies Act 2013.

5. To consider and if thought fit, to pass with or without modification(s) the following resolution asa special resolution;

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with ScheduleIV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as“Listing Regulations”)(including any statutory modifications(s) or re- enactment thereof for thetime being in force), the approval of the shareholders of the Company be and is hereby accordedfor re-appointment of Shri Prabir Choudhury (DIN: 00391223) whose current tenure of office isexpiring on 31st March, 2020 and has submitted a declaration confirming the criteria ofIndependence Under Section 149(6) of the Companies Act, 2013 read with the ListingRegulations, as amended from time to time, and who is eligible for re-appointment for a secondterm under the provisions of the Companies Act, 2013, Rules made there under and ListingRegulations and in respect of whom the Company has received a notice in writing from aMember proposing his candidature for the office of Director pursuant to Section 160 of theCompanies Act 2013, as an Independent director of the Company, whose term shall not besubject to retirement by rotation, to hold office for 5(five) consecutive years on the Board ofthe Company for a term of 5 years.”

“RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI(Listing Obligationsand Disclosure Requirements) (Amendment) Regulations, 2018(“Amendments Regulations,2018”), Shri Prabir Choudhary on attaining the age of 75(Seventy Five) years on 07/07/2020,during the above term of re-appointment, the continuation of such appointment as anIndependent Director of the Company for 5(five) years on the same terms conditions of suchre-appointment of even after attaining the age of 75 years, recommended by the Board forapproval by the Members as required in the Amendment Regulations 2018,”

6. To consider and if thought fit, to pass with or without modification(s) the following resolution asa special resolution;

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with ScheduleIV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as“Listing Regulations”)(including any statutory modifications(s) or re-enactment thereof for thetime being in force), the approval of the shareholders of the Company be and is hereby accordedfor re-appointment of Shri Malay Sengupta (DIN: 00369850) whose current period of office isexpiring on 31st March, 2020 and has submitted a declaration confirming the criteria ofIndependence Under Section 149(6) of the Companies Act, 2013 read with the ListingRegulations, as amended from time to time, and who is eligible for re-appointment for a secondterm under the provisions of the Companies

Act, 2013, Rules made there under and Listing Regulations and in respect of whom the Companyhas received a notice in writing from a Member proposing his candidature for the office of

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BWL LIMITEDDirector pursuant to Section 160 of the Companies Act 2013, as an Independent director ofthe Company, whose term shall not be subject to retirement by rotation, to hold office for5(five) consecutive years on the Board of the Company for a term of 5 years.”

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NOTE1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself/herself and such proxy need not be a member.2) Instrument appointing proxy should be deposited at the registered office of the Company not less

than 48 hours before the time fixed for the meeting.3) The Register of Members and Share Transfers Books of the Company will remain closed from 23rd

September, 2020 to 30th September, 2020 (both days inclusive)4) The practice of distributing copies of Annual Report at the Annual General Meeting has been

discontinued as a measure of economy. Members are therefore requested to bring their copies ofAnnual Report at the meeting.

5) Members are requested to notify any change of address as well as E-mail ID and Bank details toupdate our record as well as to serve them efficiently.

EXPLANTORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102OF THE COMPANIES ACT, 2013Item No. 3Shri Sunil Khetawat was re-appointed as Managing Director of the Company w.e.f 01.04.2016 with aremuneration of Rs. 50,000/- per month with a scale Rs. 50000/- - 4000/- - 66000/- for further 5(five)years. Perquisites and allowances were as per Rules.As per the terms of service of Shri Sunil Khetawat, Managing Director & CEO will expire on 31.03.2021,it is necessary to accord the approval and consent to the Remuneration payable to Shri Sunil Khetawat,Managing Director & CEO for a further period of 5(five) years i.e from 01.04.2021 to 31.03.2026The proposed terms & conditions of Remuneration of Shri Sunil Khetawat has been furnished in theNotice.None of the directors except Shri Sunil Khetawat and Shri Sandeep Khetawat, relative of Shri SunilKhetawat are concerned or interested in the said Resolution.A brief C.V of Shri Sunil Khetawat age 56 years is furnished below.He is a qualified Mechanical engineer with Production Engineering as a Special Subject. He wasappointed as a member of the Board of BWL Ltd. In 1991 as a Whole Time Director (operation). He isa dynamic member of from the Promoter Family. He was appointed as Managing Director of the Companyin 1995. He has a rich and varied experience in Steel and Engineering Sector. Currently he is holding368064 nos. of shares in the Company.He is also Director of two Private Limited Company.He has drawn remuneration of Rs 1193652/- during the financial year 2019-2020.The Board of Directors propose the appointment of Shri Sunil Khetawat and recommend the Resolutionas set out in Item no. 3 for the approval of the Share holders at the ensuring Annual General Meeting.Other than Shri Sunil Khetawat and Shri Sandeep Khetawat and their relatives, none of the Directors,KEY Managerial Personnel or their relatives are concerned or interested in the proposed OrdinaryResolution as set out in Item no. 3 of this Notice. This Explanatory Statement may also be regarded asdisclosure under Clause 49 of the Listing Agreement.Item No. 4Shri Sandeep Khetawat was re-appointed as Whole Time Director of the company w.e.f 01.06.2016.with a remuneration of Rs. 50,000/- per month with a scale Rs. 50000/- - 4000/- - 66000/- for further

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BWL LIMITED5(five) years. Perquisites and allowances were as per Rules.As per the terms of service of Shri Sandeep Khetawat, Whole Time Director, Designated as ExecutiveDirector will expire on 31.05.2021, it is necessary to accord the approval and consent to the Remunerationpayable to Shri Sandeep Khetawat, Whole Time Director for a further period of 5(five) years i.e from01.04.2021 to 31.03.2026The proposed terms & conditions of Remuneration of Shri Sandeep Khetawat has been furnished inthe Notice.A brief C.V of Shri Sandeep Khetawat age 50 years is furnished below.He is a commerce Graduate. He was appointed as a member on the Board of BWL Ltd. In 2001 as aWhole Time Director, designated as Executive Director. He is a dynamic member of from the PromoterFamily. He has a rich and varied experience in Finance and Marketing of Steel and Engineering Sector.Currently he is holding 408778 nos. of shares in the Company.He is also director of four private limited company and one public company.He has drawn Remuneration of Rs 1098202/- during the financial year 2019 -2020.The Board of Directors propose the appointment of Shri Sandeep Khetawat and recommend theResolution as set out in Item no. 4 for the approval of the Share holders at the ensuring Annual GeneralMeeting.Other than Shri Sandeep Khetawat and Shri Sunil Khetawat and their relatives, none of the Directors,KEY Managerial Personnel or their relatives are concerned or interested in the proposed OrdinaryResolution as set out in Item no. 4 of this Notice. This Explanatory Statement may also be regarded asdisclosure under Clause 49 of the Listing Agreement.Item No. 5 to 6Pursuant to Section 149(10) of the Companies Act, 2013 (the ‘Act’), an Independent Director shall holdoffice for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of a special resolution by the Company for another term of upto five consecutiveyears on the Board of a Company.Accordingly, the above persons being eligible for re-appointment as Independent Directors, the Boardof Directors of the Company (‘the Board’) at its meeting held on and 10.02.2020, on the recommendationof the Nomination & Compensation Committee (‘the Committee’), recommended for approval of theMembers, the re- appointment of Mr. Prabir Choudhury (DIN: 0039123), and Mr. Malay Sengupta(DIN: 0036985) as Non-Executive Independent Directors of the Company for a second term of 5 (five)consecutive years, with effect from 01.04.2020 , in terms of Section 149 read with Schedule IV of theAct, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 (‘Listing Regulations’), as set out in the Resolutions relating to theirrespective re- appointment.The Company has received notices under Section 160 of the Companies Act, 2013 from member(s)signifying intention to propose the candidature of the above persons for the office of IndependentDirector(s) of the Company. The Company has received declaration from the Independent Directorsthat they meet the criteria of independence as prescribed under Section 149 (6) of the Act and underRegulation 16 of the Listing Regulations. Further, they have also confirmed that they are not disqualifiedfrom being appointed as Directors under Section 164 of the said Act and have given their consent toact as a Director of the Company, being eligible for re- appointment as Independent Directors.The Board of Directors are of the opinion that the above Independent Directors are persons of integrityand possesses relevant expertise and experience and are eligible for the position of an Independent

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Director of the Company and fulfils the conditions specified by the Act including Rules framed thereunder and the Listing Regulations and that they are independent of the management of the Company.

The Committee and the Board are of the view that, given the knowledge, experience and performanceof the above Directors and contribution to Board processes by them, their continued association asDirectors will be of immense benefit and in the best interest of the Company. The performance evaluationreport of the Board, its Committees and the individual Directors during the financial year 2019-20 hasbeen very good. All the Independent Directors, proposed to be re-appointed as aforesaid, effectivelyparticipated in discussions on various agenda items, provided independent judgments wherever required,their views, expertise and suggestions were taken into consideration which helped the company enablecompliance of applicable statutes.

Further, pursuant to Regulation 17 of the Listing Regulations, consent of the Members by way of SpecialResolution is also required for continuation of a Non-Executive Director beyond the age of seventy fiveyears, Mr. P Choudhury and during the proposed term of re-appointment. The Special Resolutionsunder item Nos. 5 and 6 , once passed, shall also be deemed as your approval under the ListingRegulations, for continuation of Mr. P Choudhury as Independent Director beyond the age of seventyfive years.

Mr P Choudhary is an Engineering Graduate and worked more than 5 decades in Senior LevelManagement in Power Cable and Toweer Manufacturing Companies of repute and his proven experiencein business have added value to the company. Presently he is also hooding Directorship of PulsePower Technologies pvt Ltd and G.P. Tronics Pvt Ltd and not holding any share of the company

He has receipt remuneration by way of sitting fees of Rs 27000/ for attending Board and CommitteeMeetings during the financial year 2019-2020.

Mr Malay Sengupta is a Graduate Engineer and having wide knowledge in steel industries and alsoworked as CMD of a reputed PSU. His proven experience in business domain have added value to thecompany. He is not a Director in any other company and not holding any shares of the company.

He has receipt remuneration by way of sitting fees of Rs 27000/ for attending Board and CommitteeMeetings during the financial year 2019-2020.

They are entitle of sitting Fees and other reimbursement of expense for attending the meetings of theBoard and its Committee.

Accordingly, based on the recommendation of Nomination and Remuneration Committee, the Board ofDirectors recommends the Special resolutions set out at item no. 5 and 6 for your approval.

The said Independent Directors are not related to any of the Directors or Key Managerial Personnel ofthe Company in terms of Section 2(77) of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of the Company (including relatives of Directorsor Key Managerial Personnel) other than the respective Non-Executive Independent Director them selvesand their relatives, is concerned or interested, financially or otherwise, in these resolutions.

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BWL LIMITEDBOARD REPORT

Dear Members,

Your Directors hereby present the 48th Annual Report of your Company for the financial year ended31st March, 2020

FINANCIAL RESULTS

The financial performance of your Company for the year ended 31st March, 2020 is summarized below:

Financial year Financial yearEnded 31st March ended 31st March

2020 (Rs.) 2019 (Rs.)

Turn Over 0 -

Profit / (Loss) before interest, Depreciation & Taxes (7250390) 5330876

Add/Less Depreciation & Amortisation Expenses (474604) (480181)

Profit / (Loss) for the year (7724994) 4850695

Balance Brought forward from last year (434480349) (439311044)

(Loss) carried to Balance Sheet (442185343) (434480349)

DIVIDEND:

In view of accumulated loss, your Directors regret their inability to recommend any dividend.

3 OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

With the Repeal of SICA, giving way to NCLT, the company is no more subject to restrictiveprovisions of SICA. As such the scheme of rehabilitation of the company which was underconsideration of BIFR has now become redundant. Whatever revival steps were planed so farhad become in fructuous due to unexpected situation in national economy, followed by longlockdown and worldwide Corona Virus Pandemic so the basic of earlier times has changed andthe revival steps require complete revision. Considering prolonged closure of the unit, yourdirectors have nothing to inform under this head.

4. DISCLOSURES:

Related Party Transactions including those covered u/s 188 (1) of Companies Act,2013

The related party transactions during the year within the meaning of Section 188 (1) of CompaniesAct,2013 have been disclosed in Annexure D to the Board’s Report in form AOC-2. The Companyhas formulated a Policy on materiality of Related Party Transactions and other paraphernalia’swhile dealing with Related Party Transactions, in accordance with relevant provisions of CompaniesAct, 2013 and Clause 49 of the erst while Listing Agreement and Regulation 29 of SEBI (ListingObligations & Disclosure requirements) Regulations, 2015 (herein after referred as SEBI.

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Regulations, 2015) which have been put in the Company’s web site.

Disclosures by Senior Management & Key Managerial Personnel

The Senior Management Personnel make disclosures to the Board periodically regarding: theirdealings in the Company‘s shares if any; and all material financial and commercial and othertransactions with the company if any. where they have personal interest, stating that the saiddealings and transactions, if any, had no potential conflict with the interest of the Company atlarge. The material, financial and commercial transactions where Key Managerial Personnel havepersonal interest forms part of the disclosure on related parties referred to in Notes to AnnualAccounts, which was reported to the Board of Directors.

Disclosure of accounting treatment in preparation of financial statements

The Company has implemented the applicable accounting standards as notified under theCompanies (Indian Accounting Standards) Rules 2015 as specified in section 133 of the CompaniesAct, 2013 read with relevant issues there under in preparation of its financial statements exceptfor two treatments reasons there - of have been explained in Note 25 and 30 of the financialstatements.

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 Authorityon any matter related to capital market during the last three years have been properly dealt with.During the financial year 2015-16 BSE Limited was imposed penalty for delayed submission ofAudited Financial Result for the year ended 31st March, 2015 . Company has applied for waiverof penalty amount on the ground of its Sick Status which is pending before the appropriate Forum.During the financial year 2018-19 BSE has imposed patently of Rs 108560 for non-appointmentof Company Secretary & Compliance officer in accordance with Regulation 6(1) of the SEBI(LODR) Regulations , 2015 which has been paid during the current financial year 2019-20.

BSE has also imposed penalty for the same reason for Rs159200 for financial year 2019-2020.They have also freezed the demat account of the promoters.

The company has applied for waiver of penalty for non appointment of Qualified Company Secretaryas a compliance officer due to non-availability any such person in spite of best effort made by thecompany by way of publishing advertisement in E-News Let as well as portal of ICSI which is stillpending before the appropriate authority.

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 InsiderTrading, for its management and staff. The Code lays down guidelines advising them on proceduresto be followed and disclosures to be made while dealing with the shares of BWL, and cautioningthem of the consequences of violations. The Company Secretary has been appointed as theCompliance Officer.

The Company has also formulated a Code of Conduct for Prevention of Insider Trading and a

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BWL LIMITEDCode of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationin accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, which has been effectivefrom 15th May, 2015.

Whistle-Blower Policy / Vigil Mechanism

BWL has established a forum to which Directors, employees, business associates may reportunethical behaviour, malpractices, wrongful conduct, fraud, violation of Company’s code of conductwithout fear of reprisal through direct Touch initiative. All Directors, employees, business associateshave been enabled to have direct access to the Chairman of the Audit Committee, the forum ofthis has been named Direct Touch team . The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the management notice concerns aboutunethical behaviour, malpractice, wrongful conduct, actual or suspected fraud or violationof 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. Itreviews the status of complaints received under this policy on a quarterly basis. The Committeehas, in its Report, affirmed that no person has 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 theyear 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 respectto all applicable laws and regulations. Any non-compliance is taken up by the Board with utmostbusiness fixation of accountability and reporting of steps taken for rectification of non-compliance.

5. PUBLIC DEPOSIT:

Not applicable as the company has not taken any fixed deposit from public.

6. DIRECTORS:

There is no change in the composition of the Board. In Key managerial personnel i.e companysecretary and compliance officer has been appointed during the year.

7. BUSINESS RESPONSIBILITY REPORT:

Not applicable

8. INDUSTRIAL RELATIONS:

Since the unit closed, there is no relevance of industrial relations for the present.

BWL LIMITED

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DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES

Please refer Annexure (A) to this Report.

9. ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board of Directors upon recommendation of Nomination and Remuneration Committee haslaid down the criteria for performance evaluation of Board of the Company, its Committees andthe individual Board members, including Independent Directors.

Performance of each Independent Director is subject to evaluation by the entire Board, excludingthe Director being evaluated.

Performance evaluation by the Board in terms of criteria laid down is the determining factor ofextending, continuing, discontinuing and revisioning terms of appointment, of a director after expiryof his term.

10. NUMBER OF MEETINGS OF THE BOARD

4 (Four) meetings have been held during the financial year 2019-20.

11. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that theymeet the criteria of independence as prescribed under the provisions of Companies Act, 2013read with the Schedules and Rules issued there under as well as Clause 49 of the erst whileListing Agreement.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial Year ended 31st March, 2020,the applicable Indian Accounting Standards and Schedule III of the Companies Act, 2013,have been followed.;

(b) the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March, 2020 and of the profit andloss of the Company for the financial year ended 31st March, 2020;

(c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

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BWL LIMITED13. AUDITORS AND AUDITOR’S REPORT: Auditors

The Audit Committee and the Board of Directors recommended to ratify the appointment of M/ s.Basu Chanchani, Deb & Co., Chartered Accountants as the Auditors of your Company inaccordance with Rule 3 (7) of Companies (Audit and Auditors) Rules, 2014.

The observations of the Auditors when read with the corresponding reference in Notes on Accountswill be found self- explanatory.

Secretarial Audit:

CS. Soma Saha, Practicing Company Secretary has conducted the Secretarial Audit of yourCompany for the year 2019-20. The Secretarial Audit Report is annexed herewith as “Annexure- [B]” to this Report. The observations of the Auditors and further comments thereon is availablein the Auditors’ report and is self- explanatory.

14. EXTRACT OF ANNUAL RETURN:

Pease refer Annexure [C] to this Report.

15. RELATED PARTY TRANSACTIONS:

The details of related party transactions as required under Ind AS 24 are set out in Note 22 to theFinancial Statement forming part of this Annual Report.

The Form AOC – 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule8 (2) of the Companies (Accounts) Rules, 2014 is set out as Annexure (D) to this Report.

16. LOANS AND INVESTMENTS:

Not applicable.

17. RISK MANAGEMENT:

The Risk Management Committee constituted on 6th August,2015 and the role of thecommittee 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 withprosperity to aggravate risk factors.

5. To review critical risks identified by Joint Chief Risk Officer(s) and Management Committeeon quarterly basis

6. To report key changes in critical risks to the Board on quarterly basis.

BWL LIMITED

14

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 fitby the Board

18. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable as the company is not coming under Section 135 of the Act.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUT GO:

Please refer Annexure [E] to this Report.

20. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

Nil

21. Details in respect of adequacy of internal financial control (IFC) with reference to the financialstatements (Rule 8 (5) (viii) of Companies (Accounts) Rules , 2014.

Despite meagrer activity level due to prolonged suspension of work IFC mechanism is soundenough to ensure true and fairness of financial statements. In limited context Company’s functioning.

Details of control mechanism in existence include:

a) Periodic physical verification of Fixed Assets and comparison thereof with book records atleast once in a year:

b) Periodic physical verification of inventories at least once in a year and comparison thereofwith book records.

c) Quarterly physical verification of cash

d) Keeping Bank Reconciliation statement up to date on monthly basis

e) Keeping accounts up to date on regular basis

f) Timely payment of all statutory dues without default

g) Regular assessment of Risk factors on possible crystallization of liabilities under disputeby way of consultation with concerned legal Practitioners

h) Restricting issuance of Cheque under joint authority of whole Time Director and CFO.

i) Compliance of all formalities laid down under Companies Act and Listing Obligations so farpossible without any default.

j) Ensuring proper Security arrangement for safe - guarding the assets and regular inspectionby WTD (also a qualified engineer) of Assets to take measure against possible deteriorationin their operability.

15

BWL LIMITEDTrue that control matrix’s could not be developed to plug every loopholes which is attributedto dismal financial standing of the company including restriction on usability of availablefund as well imposed by authorities.

k) Gearing up financial control through cost curtailment measure.

Self-evaluation of Board including it’s Committee and Individual members section ( 134(3) (P) of Companies Act,2013)

Being under prolonged closure, time is not ripe to assess performance of overall Board orany Committee of Board or any individual member of Board except for effort of managementto overcome present impasse arising due to pending decision from BIFR, the progress ofproceedings at the end of directorate being observed miserably slow and finally w.e.f 01/12/ 2016 SICA has been repealed and Insolvency and Bankruptcy Code, 2016 has beenintroduced. As per new enactment a company in respect of which such appeal or referenceor enquiry stand abated may make reference to Company Law Tribunal under the insolvencyand Bankruptcy Code, 2016 has been introduced. As per new enactment a company inrespect of which such appeal or reference or inquiry stand abated may make reference toCompany Law Tribunal under the Insolvency and Bankruptcy Code, 2016 within one hundredand eighty days from the commencement of the Code in accordance with the provision ofthe Code i.e. default in payments of financial debt or operation debt. As your Company hasno financial debt or undisputed operational debt , as such not covered under the Code.

22. The evaluation exercise had been predominantly restricted to adherences of statutory compliances.

a) Board sat and took up issues in due cognizance of statutory requirement and other utilitarianconsiderations without default or negligence.

b) Each committee of the Board performed duties entrusted to each by Board, listingobligations and Companies Act,2013 and no deficiencies in prima facie noticeable in theirfunctioning .

c) Each of Independent members of the Board did their best to assist Board in performanceof it’s duties and responsibilities according to exigency of situation – legal and practical.

Each Whole Time Director did their best to perform responsibilities conferred on them inexecutive capacity as well as member of the Board.

23. Risk Management Policy - Development & Identification of Risk that may jeopardize Company’sexistence (134 (3) (N) )

a) Statutory Liabilities in dispute as referred to in financial statement:

Legal opinions are in favor of practically absence of any Risk on account of vexatiousgrounds of raising of demands by the directorate. As such same do not deserve to bereckoned as genuine in risk factor as per opinion of the management.

b) Comprehensive Business Continuity Plan ((CBCP) and Disaster Recovery Plan (DRP) :

BWL LIMITED

16

i) (CBCP)

True that due to prolong closure , market contract has suffered to some extent.However years old track record of the Company read with absence of not manysimilar Unit coming up within interim period establishing the company’s market interms of it’s former – self is likely to meet any serious challenge.

However foundation of such plan in comprehensive contest is awaited.

ii) DRP

Issues which may prove disasters to the destiny of Company include Govt. Policy,Technological metamorphosis, cyber risk.

Notwithstanding absence of any definite remedy plan on aforesaid risk predicamentsthe company is trying to save it’s existing fund base adjust with new dispensation indays ahead.

However, cyber protection measure is costly a device to initiate at this point offinancial standing of the Company

24. APPRECIATION & AKNOWLEDGEMENT

Your Directors express their appreciation for support extended by the employees, customers,vendors and other agencies. The members wish to place on record their sincere appreciation forthe wise council, guidance and cooperation extended, by all. The Board expresses thanks andgratitude to Share Holder for their continued confidence reposed on the management.

For and on behalf of the Board

(SUNIL KHETAWAT)Managing Director

Place: KolkataDate:26th June 2020

17

BWL LIMITEDCERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE

COMPANY

We, Sunil Khetawat, Chief Executive Officer and Shyam Niyogi, Chief Financial Officer, of BWL Limited,to the best of our knowledge and belief certify that:

1. We have reviewed the financial statements and the cash flow statements of the Company for theyear ended March 31, 2020.

2. To the best of our knowledge and information:

a. These statements do not contain any materially untrue statement or omit to state a materialfact or contains statement that might be misleading;

b. These statements together present a true and fair view of the Company’s affairs and are incompliance with existing accounting standards, applicable laws and regulations except foraccountable of gratuity & leave Salary refer to in Item 5 of Auditors Report which has beenappropriately addressed in corresponding note forming part of accounts.

3. We also certify, that based on our knowledge and the information provided to us, there are notransactions entered into by the Company, which are fraudulent, illegal or violate the Company’scode of conduct.

4. The Company’s other certifying officers and we are responsible for establishing and maintaininginternal controls for financial reporting and procedures for the Company, and we have evaluatedthe effectiveness of the Company’s internal controls and procedures pertaining to financial reporting.

5. The Company’s other certifying officers and we have disclosed, based on our most recentevaluation, wherever applicable, to the Company’s auditors and through them to the AuditCommittee of the Company’s Board of Directors:

a. All significant deficiencies in the design or operation of internal controls, which we are awareand have taken steps to rectify these deficiencies;

b. Significant changes in internal control over financial reporting during the year;

c. Any fraud, which we have become aware of and that involves Management or other employeeswho have a significant role in the Company’s internal control systems over financial reporting;

(Sunil Khetawat) (Shyam Niyogi)Managing Director & CEO CFO

Place: KolkataDate:26th June 2020

BWL LIMITED

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CERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY

I declare that all Board Members and Senior Management have affirmed compliance with thecode of conduct for the financial year 2019-20.

Place : Kolkata (Sunil Khetawat)Date : 26th June 2020 Managing Director & CEO

19

BWL LIMITED

Annexure [A] to Board’s Report

Information required under Section 197 of the Companies Act, 2 of Managerial Personnel) Rules2014

A. Ratio of remuneration of each Director to the median remuneration of all the employees ofyour Company for the financial year 2019-20 is as follows:

Name of Director Total Ratio of remuneration of(Rs) director Remuneration to

(the Rs.)Median remuneration

Sunil Khetawat 1193652 195.54

Sandeep Khetawat 1098202 179.90

Notes:

1. The remuneration to Directors does not include sitting fees paid to them for the financial year2019-20.

2. Median remuneration of the Company for all its employees is Rs.610440 for the financial year2019-20.

B. Details of percentage increase in the remuneration of each year 2019-20 are as follows:

Name Designation Remuneration (Amount in Rs)in Increase/

(Decrease) %

2019-20 2018-19

Sunil Khetawat Managing Director & CEO 1193652 1056120 13.02

Sandeep Khetawat Whole Time Director 1098202 974200 12.73

C. Percentage increase in the median remuneration of all employees in the financial year2019–20:

2019-20 2018-19 Increase(Rs‘) (Rs‘) (%)

Median remuneration of all employees per annum 610440 607230 0.52

BWL LIMITED

20

D. Number of permanent employees on the rolls of the company as on 31.03.2019:

2019-20 2018-19

Executive/Manager cadre 3 2

Staff 1 1

Operators/Workmen - -

Total 4 3

E. Explanation on the increase in remuneration and Company Performance:(‘ in Rs)

2019-20 2018-19 Increase inProfit %

Net Revenue from Operations - - -

(Loss)/ Profit Before Tax and (7724994) 4850695 (259.25)Exceptional Items

(Loss)/Profit After Tax (7724994) 4850695 (259.25)

F. Comparison of the remuneration of the key managerial Personnel against the performanceof the company:The remuneration of key Managerial Personnel increased by around 15.16% in 2019-20, whereas the loss before Tax and Exceptional items increased by 259.25% in 2019-20, compared to2018-19. The remuneration of KMP has also increased due to new appointment of companysecretary during the current financial year.

G. Details of share price and Market Capitalization:Though the shares of your company is Listed with BSE Limited but not traded during the year assuch the data could not be furnished as required under Rule 5 (1) (VII) of the Companies(Appointment and Remuneration) Rules 2014. .

H. Comparison of average percentage increased in salary of employees Other than the KeyManagerial Personnel and the percentage increased in the Key Managerial Remuneration:

(Amount in Rs‘)

2019-20 2018- 19 Increase %

Average Salary of all employees(Other than Key Managerial Personnel) 233802 222140 5.25Key Managerial PersonnelSalary of MD &CEO- 1193652 1056120 13.02Salary of Whole Time Executive Director 1098202 974200 12.73Salary of CFO 633510 605849 4.56Salary of Company Secretary 187500 Nil -(Appointed during the year)

21

BWL LIMITEDI. Key parameters for any variable component of Remuneration

Availed by the Directors:

No variable component of Remuneration has been availed by the Directors.

The Nomination and Remuneration Committee approves the compensation package of theManaging Director & CEO and Whole Time Executive Director. The committee ensures that thecompensation package is in accordance with applicable Laws in line with the company’s objectives,share holder’s interest, and Industry standards and have an adequate balance between fixed andvariable components.

J. There are no employees of the Remuneration in excess of the highest paid / approvedRemuneration of the Directors of the company.

K. Affirmation:

Pursuant to Rule 5 (1) (XII) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014, it is affirmed that the Remuneration paid to the Directors , Key ManagerialPersonnel and Senior Management is as per the Remuneration policy of your company.

2 PARTICULRS OF EMPLOYEES:

No one was employed during the whole or part of the year drawing remuneration attractingdisclosure under Rule 5 (2) of the Companies (Appointment and Remuneration Of ManagerialPersonnel) Rules 2014.

BWL LIMITED

22

Annexure [B] to Board’s ReportSECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH 2020

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of theCompanies (Appointment and Remuneration of Personnel) Rule, 2014)

ToThe Members,BWL LIMITEDINDUSTRIAL AREA BHILAI DURGINDIA- 490026

CIN: L27105CT1971PLC001096Authorised Capital: Rs.150000000/-Paid Up Capital: Rs.93199650/-I have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practice by M/s. BWL LIMITED (hereinafter called the “Company”).Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating thecorporate conduct/ statutory compliance and expressing my opinion thereon.Base on my verification of the company’s books, papers, minute books, forms, maintenance of variousstatutory registers as per Companies Act, 2013 and documents and returns filed and other recordsmaintained by the company and also the information provided by the company, officers, agents andauthorised representatives during the conduct of secretarial audit. I hereby report that in my opinionthe company has during the audit period covering the financial year ended on 31.03.2020 compliedwith all the statutory provisions listed hereunder and also that the company has proper board -processand compliance – mechanism in place to the extent, in the manner and subject to the reporting madehereinafter;I have examined the books, papers, minute books, forms and returns filed and other records maintainedby M/s. BWL LIMITED, for the financial year ended on 31.03.2020 according to provision of:-(i) TheCompaniesAct,2013(The Act)and the rules made there under;(ii) TheSecuritiesContracts(Regulation)Act,1956(‘SCRA’)andtherulesmadethereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable

to the Company during the Audit period)(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to

the extent of Overseas Direct Investment(v) The following Regulations and Guidelines prescribed under the Securities and Exchange

BoardofIndiaAct,1992(‘SEBI ACT’):(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations,2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations,2009(Not applicable to the Company during the Audit Period);

23

BWL LIMITED(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and ExchangeBoard of India(Share Based Employee Benefits) Regulations, 2014 notified on 28th October,2014 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share TransferAgents) Regulations,1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009(Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998(Not applicable to the Company during the Audit Period),and

(i) The Securities and Exchange Board of India (Listing obligations and DisclosureRequirements) Regulation2015.

I have also examined compliance with the applicable clauses of the following:-1. Secretarial Standard issued by The Instituted of Company Secretaries of India and notified by

Ministry of Corporate Affairs (MCA) SS1 and SS2 dated 10th April, 2015.2. The Listing Agreement entered into by the Company with Stock Exchange.During the period under review the company has complied with the provision of the Act RulesRegulations Guidelines, standards etc mentioned above except to the extent as below:I The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,Non-Executive Directors and Independent Director and there was no whole time company secretaryup to 13 August, 2019. There is no re-constitution of Board of Directors during the period underreview. The proceedings of the Board were carried out in compliance with the provisions of the Act.I further report that there is payment of late fees for AOC-4(XBRL) and DPT 3 levied, this should bereported as compliance by reference of payment of additional fees.I further report that Directors have complied the requirements of disclosure of interest and concern incontract and arrangements, share holding and directorship in other companies and interest of otherentities. The Directors have also complied with the disclosure requirement in respect of their eligibilityof appointment, their being independent, compliance with the code of conduct for directors.I further report that there was proper appointment and remuneration of Statutory Auditor and InternalAuditor.Adequate notice is given to all directors to schedule the board meeting, agenda and detailed notes onAgenda were sent at least 7days before the meeting and clear 21 days notice for holding of AnnualGeneral Meeting. A system exists for seeking and obtaining further information and clarification on theagenda items before the meeting and for meaningful participation at the meeting.Majority decision is carried through while the dissenting members’ views are captured and recordedas part of the meeting.I further observed that, during the year under review there was transfer of shares by share transferdeed SH 4 form executed on, 07.05.2019, for 40,000 Equity Shares of face value of Rs.10/- eachwhich was transferred by Renu Sharf to Sunil Khetawat. The transaction of shares is well maintainedin share transfer book, physical statutory register

BWL LIMITED

24

I further report that there are adequate system and process in the company commensurate with thesize and operation of the company to monitor and ensure compliance with applicable laws , rules,regulation, guidelines. The compliance report were submitted to board in time There was compliancein respect of The Employees State Insurance Act, 1948, The Employees Provident Fund andMiscellaneous Provision Act, 1952, Chhattisgarh Value Added Tax, 2003, Central Board of Excise &Custom.I further report that Compulsory Dematerialization of securities has been mandated w.e.f 01-04-2019by SEBI. However, the company’s securities are still held in physical mode and transfer activities areconducted in house instead of through Registrar and Transfer agent (RTA) as the company has notappointed any RTA. The management explained that there is no trading of securities through exchangefor more than a decade and present addresses and mail-ids of the shareholders are not being updatedby them because of lack of information from the Share Holder. On the same reasons as well ascompany’s inability to afford substantial initial and recurring costs of dematerialization, the companyhas requested to BOMBAY STOCK EXCHANGE (BSE) as well SECURITIES AND EXCHANGE BOARDOF INDIA(SEBI) for exemption, which is remaining un replied till the date of this report. Notice forboard meeting have not been published in any news paper and there is also no practice of Publicationof quarterly Financial Results. It has been explained by the management that in view of financialconstraint of the company the above compliances have been discontinued and also reporting thatRegulation-47(3) of SEBI (LODR ) REGULATIONS,2015 of uploading advertisements of notice ofBoard meeting dates and financial results within 48 hours of completing meeting is also violated.I further report that during the audit period the penalty has been imposed for non appointment of CSby BSE against the company under review.In addition to above the following litigation are pending for and against the company since earlieryears1. Sales Tax matter pending before CGIH Court, Board of Revenue and Additional2. Custom duties on imported wire rod3. ESI contribution for the period from 1991 to 19984. Case on water pollution5. Arbitration award for RM Assistance recoverable from BSNL award was published in favor of the

company against that BSNL filed appeal before HC however same were set aside , BWL filedSecond Appeal before the Division Bench of Kolkata High Court who had modified the interestpart of the award for which BWL had fled the SLP before the Hon’ble Supreme Court and BSNLalso filed SLP against the order of DB both are pending before the court.

6. Arbitration award for wrong deduction of LD and price on supply of OFC Cable to BSNL.Place: KolkataDate:26.06.2020

Name of Company Secretary in Practice: CS. Soma SahaACS No.- 33125CP No. -12237

(This report is to be read with my letter of even date which is annexed as Annexure –A and forms anintegral part of this report as representation received from management.

UDIN NO-A033125B000384905

25

BWL LIMITED

Annexure-AToThe Members,BWL LIMITEDINDUSTRIAL AREA BHILAI DURGINDIA- 490026

CIN: L27105CT1971PLC001096Authorised Capital: Rs.150000000 /-Paid Up Capital: Rs.93199650 /-

My Report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the company. Myresponsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the Secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial record. I believe thatthe process and practices, we followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of Accountsof the company.

4. Where ever required, I have obtained the Management representation about the compliance oflaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules regulationsstandards is the responsibility of management. My examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company norof the efficacy or effectiveness with which the management has conducted the affairs of thecompany.

Signature:Place: KolkataDate: 26.06.2020

Name of Company Secretary in Practice: CS. Soma SahaACS No. -33125CP No. - 12237UDIN NO- A033125B000384905

BWL LIMITED

26

Annexure [C] to Board’s Report

Extract of Annual Return as on 31st March, 2020 Form No. MGT-9

[Pursuant to Section 92(3) of the Companies Act, 2013 Companies Management andAdministration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CINL27105CT1971PLC001096

ii) Registration 22 June 1971

Date Month Year

iii) Name of the Company : BWL Limited

iv) Category of the Company

1. Public Company

2. Private company

Sub Category of the Company

1. Government Company2. Small Company3. One Person Company4. Subsidiary of Foreign Company5. NBFC6. Guarantee Company7. Limited by shares8. Unlimited Company9. Company having share capital10. Company not having share capital11. Company Registered under Section 8

Address of the Registered Office and Contact Details

Address Plot 6,7 & 8 Industrial Area,Town / City BhilaiState ChhattisgarhPin Code 490026Country Name IndiaCountry Code INDTelephone with STD Area +91 9329108314Code NumberFax Number + -Email Address bwlltd14@gmail.comWebsite, if any www.bhilaiwire.com

27

BWL LIMITED

Name of the Police Jamul, BhilaiStation having jurisdictionwhere the RegisteredOffice is situated

vi) Whether shares Listed on Yes

Stock Exchange(s)

Details of the Stock Exchanges where shares are listed: Stock Exchange Name Code

BSE Limited (BSE) 504643

vii) Name and Address of Registrar (RTA)

Company is maintaining share Transfer and other Related matter in- house as such , no Registrar(RTA) has been appointed by the company.

II) PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of your company shallbe stated:

Name and Description of NIC Code of % to total the Productmain products/services Service /turnover of the company

Steel Wires X100 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Not Applicable

IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage of Total Equity)

i) Category-wise Shareholding:

Category of the No.beginning of shares held the No.beginning of shares held % ChangeShareholders at the of end of the year year at the of end of the year year during the

(As on 31.03.2019) (As on 31.03.2020) Year

Demat Physical Total % of Demat Physical Total % oftotal total

shares sharesA. Promoters1) Indiana. Individuals/ HUF - 2372401 2372401 33.99 - 2372401 2372401 33.99 0.00b. Central Govt. - - - - - - - - 0.00c. State Govt.(s) - - - - - - - - 0.00d. Bodies Corporate 640933 640933 9.18 - 640933 640933 9.18 -e. Banks/FI - - - - - - - - 0.00f. Any other (specify) - - - - - - - - 0.00

BWL LIMITED

28

i. Trusts - - - - - - - 0.00

Sub-Total (A) 30,13,334 (1) 3013334 3013334 43.17 3013334 3013334 43.17 0.00

2) Foreigna. NRI Individuals - - - - - - - - -b. Other Individuals - - - - - - - - -c. Bodies Corporate - - - - - - - - -d. Banks/ FI - - - - - - - - -e. Any other (specify) - - - - - - - - -Sub-Total (A) (2)- - - - - - - - -Total Shareholding of

Promoter(s) (A)=(A) (1)30,13,334 + (A) (2)- 3013334 3013334 43.17 3013334 3013334 43.17 0.00

B Public Shareholding1) Institutionsa. Mutual Funds/ UTI 12450 12450 0.18 - 12450 12450 0.18 -b. Banks/ FI 252300 252300 3.61 - 252300 252300 3.61 -c. Central Govt. - - - - - - - - -d. State Govt.(s) - - - - - - - -e. Venture Capital Funds - - - - - - - - -f. Insurance Companies - - - - - - - - -g. FIIs 10450 10450 0.15 - 10450 10450 0.15 -h. Foreign Venture - - - - - - - - - Capital Fundsi. Others (specify) - - - - - - - - -Sub-Total (B) 275200 275200 3.94 - 275200 275200 3.94 -2) Non-Institutionsa. Body Corporatesi. Indian 153342 153342 2.20 - 153342 153342 2.20 -ii. Overseasb. Individualsi. Individual Shareholders - 3134954 3134954 44.92 - 3135184 3135184 44.92 0.0 holding nominal share capital upto ‘ 1 lakhii. Individual Shareholders - 180900 180900 2.59 - 180900 180900 2.59 - holding nominal share capital in excess of ‘ 1 lakhc. Others (specify)i. Non-Resident Indian - 221850 221850 3.18 - 221650 221650 3.17ii. Overseas Corporate Bodies - - - - - - - - -iii. Foreign Nationals - - - - - - - - -iv. Clearing Members - - - - - - - - -v. Trust - - - - - - - - -vi. Foreign Bodies - - - - - - - - -Sub-Total (B) 3691076 3691076 52.89 - 3691076 3691076 52.89

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BWL LIMITED

Total Public - 3966276 3966276 56.83 - 3966276 3966276 56.83 -Shareholding(B)=(B)(1)+(B)(2)C Shares held by Custodian - - - - - - - - -for GDRs & ADRsGrand Total(A+B+C) 6979610 6979610 100.00 - 6979610 6979610 100.00

ii) Share Holding of PromotersSl Share Holder’s Name Share holding at the beginning of Share holding at the end of the yearNo the year (As on 01/04/2019) (As on 31/03/2020)

No. % of Total % of Share No, % of Total % of Share % ChangeShare Share of the Pledged/ Share Share of the Pledged/ in Share

Company Encumbered Company Encumbered holdingto Total to Total during

Share Share the year

1 Aekta Khetawat 251345 3.60 - 251345 3.6 - -

2 Shreevardhan Khetawat 159550 2.29 - 159550 2.29 - -

3 Sandeep Khetawat (HUF) 37100 0.53 - 37100 0.53 - -

4 Sunil Khetawat & sons 93575 1.34 - 93575 1.34 - -

5 Renu Saraf 40000 0.57 - - - - -

6 H.P.Khetawat 59750 0.86 - 59750 0.86 - -

7 H.P. Khetawat (HUF) 375692 5.38 - 375692 5.38 - -

8 Shanti Devi Khetawat 336720 4.82 - 336720 4.82 - -

9 Sandeep Khetawat 408778 5.86 - 408778 5.86 - -

10 Shraddha Khetawat 72277 1.04 - 72277 1.04 - -

11 Sunil Khetawat 328064 4.70 - 368064 5.27 - -

12 Tanush khetawat 50000 0.72 - 50000 0.72 - -

13 Kumi Agro Inds. Ltd. 259999 3.73 - 259999 3.73 - -

14 Sulabh Sales Pvt. Ltd. 380934 5.46 - 380934 5.46 - -

15 Yashvardhan 159550 2.29 - 159550 2.29 - -

Total 3013334 43.19 - 3013334 43.19 - --

BWL LIMITED

30

iii) Change in Promoters Share Holding

Sl Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. (As on 01-04-2019) (As on 31-03-2020)

No, of Share % of total share of No, of Share % of total share of thethe company company

1 At the beginning of the year 3013334 43.19 3013334 43.19

At the end of the year 3013334 43.19 3013334 43.19

iv) Share Holding Pattern of Top Ten Share Holders (other than Directors, and Promoters)Other than Promoters / Directors

Sl. No Name of the Share holders No. of Shares %

1. Abhay Krishgi Udyog Pvt. Ltd. 67188 0.962. Anil K Poddar 61900 0.893. Florescent Securities Ltd. 40850 0.594. Gunvantien C. Kansara 34500 0.495. Tara Devi Muktilal Paldiwal 20100 0.296. Shailesh L. Shah/ Jtly. Jayshree S. Shah 16550 0.247. Rohini V. Patwardhan 13850 0.208. Dharmesh R. Shah 11400 0.169. Rajesh C. Kansara 11300 0.1610. Shailesh L.Shah 11300 0.16

Total 288938 4.14

31

BWL LIMITEDv) Share holding of Directors & Key Managerial Personnel :

Sl. Name No. of Shares % of share holdingsNo. at the beginning end of the year

On 01.04.2019 31.03.2020

A. DIRECTORSSunil Khetawat MD & CEO 328064 4.7At the end of the year 31/03/2019 328064 4.7Sandeep Khetawat 408778 5.86At the end of the year 31.03.2019 408778 5.86Malay Sengupta , Independent Director NilPrabir Chaudhury, Independent Director NilShahin Basu Majumdar Independent Director Nil

B. KEY MANAGERIAL PERSONNEL :Shyam Niyogi ,CFO 125

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/Accrued and due and accrued but not due for payment: (` in Rs.)

Secured Unsecured Deposits TotalLoans Loans Indeb

(excluding tednessdeposits)

Indebtedness at the beginning of the financial Year(As on 01.04.2019)i) Principal Amount _ 97487293 - 97487293ii) Interest due but not paid _ - - -iii) Interest accrued but not due - - -Total (i+ii+iii) - 97487293 97487293Change in Indebtedness during the financial year• Addition - 6940000 - 6940000• Reduction (Repayment) - (12361000) - (12361000)Net Change - (5421000) - (5421000)Indebtedness at the end of the financial year 92066293 - 92066293(As on 31.03.2020)i) Principal Amount - 92066293 - 92066293ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) NIL 92066293 NIL 92066293

Note: Your Company was submitted a Rehabilitation proposal to the Hon’ble BIFR for conversion a part ofUnsecured Loan amounting to Rs.3,40,61000/- in Equity and Write off the entire Interest Accrued and dueamount of Rs. 33,95,487 to strengthen the net worth of your Company which was pending for approval beforethe Hon’ble Members of the Bench but due to Repeal of SICA it has become ineffective.

BWL LIMITED

32

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:I. (Amount in Rs `)

Sr. Particulars of Remuneration Name of theNo. Managing Director

Sunil Khetawat

1. Gross salary (excluding Commission)(a) Salary as per provisions contained in Section 17(1) of theIncome-tax Act, 1961 7440000(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 318800(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission -

- as % of profit -5. Others - Employer contribution to provident and other funds 130852

Total 1193652

Ceiling as per the Act* 3000000* Remuneration paid to the Managing Director is within the ceiling provided under Section 197 of theCompanies Act, 2013.II.Sr. Particulars of Remuneration Name of theNo. Whole Time

Executive DirectorSandeep Khetawat

1. Gross salary (excluding Commission)(a) Salary as per provisions contained in Section 17(1)of the Income-tax Act, 1961 688000(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 289200(c) Profits in lieu of salary under section 17(3)Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission -

- as % of profit -5. Others - Employer contribution to provident and other funds 121002

Total 1098202Ceiling as per the Act* 3000000

* Remuneration paid to the Whole time Director is within the ceiling provided under Section 197 of theCompanies Act, 2013.

33

BWL LIMITED

B. Remuneration to other Directors: Nil

C. Remuneration to Key Managerial Personnel other than Md/Manager/Wtd:(Amount in Rs`)

Sr. Particulars of Remuneration Key ManagerialNo. Personnel

Shyam Niyogi CFO1. Gross salary

(a) Salary as per provisions contained in Section 17(1) ofthe Income-tax Act, 1961 433052(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 200458(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission -

- as % of profit5. Others - Contribution to Provident and other funds -

Total 633510

Sr. Particulars of Remuneration Key Managerial PersonnelNo. Subroto Kumar Ray,

Company Secretary1. Gross salary

(a) Salary as per provisions contained in Section 17(1) ofthe Income-tax Act, 1961 187500(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission -

- as % of profit5. Others - Contribution to Provident and other funds -

Total 187500

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (under the Companies Act)

No penalties/punishment/compounding of offences were levied under the Companies Act, 2013.

BWL LIMITED

34

Annexure [D] to Board’s ReportFORM AOC – 2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 readForm for disclosure of particulars of contracts/arrangements to in Section 188(1) of the

Companies Act, 2013 including cert

1. Details of contracts or arrangements or transactions not at(a) Name(s) of the related party and nature of relationship

i. Hari Prasad Khetawat relative of whole time directorsii. Bhunaseswari Investmemt Pvt Ltd A company in which one of the director is also director in this company

(b) Nature of contracts/arrangements/transactionsi. Appointed as a Corporate Adviser of the Company.ii. Taken rent for Office Space for Kolkata Branch

(c) Duration of the contracts / arrangements/transactionsi. Initially for two years wef 01/09/2018 renewable at the discretion of the board at a remuneration of Rs 50000/

per monthii. Taken on rent for three years wef from 01/12/2018 with a monthly rental of Rs 5000

(d) Salient terms of the contracts or arrangements or transactions including the value, if anyi. To look after the various Arbitration cases etc pending before the various forums.ii. Explained in para C above

(e) Justification for entering into such contracts or arrangements or transactionsi. All the disputed matter with the customers had arisen during his tenure when he was the CMD of the Company

which are still pending as such independent members of the board desire to take his association with theadvocates etc so that cases can be handle properly.

ii. Explained in earlier para C(f) date(s) of approval by the Board i. 12/08/2018

ii. 13/11/2018(g) Amount paid as advances, if any No advances have been paid(h) Date on which the special resolution was passed

Not applicable as the amount of remuneration/ service charges are within the power of the Board(i) Amount paid as advances, if any Not applicable(j) Date on which (a) the special resolution was passed in general meeting as required under first proviso to Section

188 of the Companies Act, 2013 Not applicable due to the reason as stated above2. Details of material contracts or arrangement or transaction

(a) Name(s) of the related party and nature of relationship NIL(b) Nature of contracts/arrangements/transactions NIL(c) Duration of the contracts/arrangements/transactions NIL(d) Salient terms of the contracts or arrangements or transactions including the value, if any NIL(e) Date(s) of approval by the Board, if any NIL(f) Amount paid as advances, if any NIL

35

BWL LIMITED

ANNEXURE (E) TO BOARD’S REPORTCONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUT GO

Section 134 of the Companies Act, 2013 read with Rule 8 (3) ofCompanies (Accounts) Rules, 2014

1. CONSERVATION OF ENERGY:

a) As suggested by petroleum Conservation Research Association (under the ministry ofPetroleum and Natural Gas, Government of India) few modifications have been done inthe Galvanizing Plant in earlier years.

b) Additional investment and proposals, if any, for reducing consumption of energy: Thecompany intend to make investment during the current financial year after restart of theunit as suggested by the energy auditor to reduce the energy consumption.

c) Impact of measures at (a) & (b) above for reducing energy consumption and consequentimpact on the cost of production of goods. The impact is expected during the currentfiscal once the units restart.

d) Total energy consumption per unit of production are given below :-

A. POWER AND FUEL CONSUMPTION

Financial Year Financial YearEnded ended

31st March 31st March2020 (Rs.) 2019 (Rs.)

Electricity:a) Purchased

Unit (in KWH) 41970 51792Total Amount (Rs.in Lacs) 4.40 4.79Rate per Unit (in Rs.) 10.47 9.25

b) Own generation:(I) Through Diesel Generator:

Unit (in KWH) – –Unit generated/lr.of diesel – –Cost/Unit (in Rs.) – –

(II) Furnace Oil:Quantity (in K.Ltr) – –Total Amount (Rs.in Lacs) – –Average rate/K.Ltr (in Rs.) – –

BWL LIMITED

36

B. CONSUPTION PER UNIT OF PRODUCTION:

Steel Wire Division: As there was no production in the unit, the power has been consumed forlighting load of Administrative office and Factory shed.

2. TECHNOLOGY ABSORPTION:

a) Benefit derived as a result of above R&D.

The brightness in the finished wires have been improved during the period when the plantwas under operation.

b) Future plan on R&D:

R&D activities will be continued in the specific areas for production of various qualities ofwire in wide range of Hardware Fixture required for installation of Optic Fibre Cable andTransmission Tower etc.

c) Expenditure on R&D: NIL

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earned Rs. Nil

Out go Rs. Nil

37

BWL LIMITEDINDEPENDENT AUDITOR’S REPORT

To the Members of BWL LimitedReport on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of BWL Limited (“the Company”), which comprisethe balance sheet as at March 31, 2020, and the statement of Profit and Loss, statement of changes inequity and the statement of cash flows for the year then ended, and notes to the financial statements,including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of the matter described in the Basis for Qualified Opinion section of our report, theaforesaid financial statements give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at March 31st, 2020 and profit/loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

i) Treatments of gratuity and leave salary are not in conformity with IND-AS–19 impacts thereofare not readily ascertainable.

ii) Depreciation on components as laid down in foot note – 4 Schedule II of Companies Act, 2013for implementation from financial results of 31st March, 2016 has not been accounted for.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the financial statements of the current period. These matters were addressed in the context ofour audit of the financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters. In addition to the matter described in the Basis for QualifiedOpinion section we have determined the matters described below:

Sr. Key Audit MatterNo.

1 The accounts of the company havebeen drawn up on going concernassumption not with standingcontinuous erosion of net worth andsuspension of work in the fluctuateover a number of period

2. Litigations and claims –provisionsand contingent liabilities Asdisclosed in Notes detailing contingentliability and provision forcontingencies, the company isinvolved in direct, indirect tax and otherlitigations (‘litigations’) that are pending

How our audit addressed the keyaudit matters

Principal Audit Procedures We are unable tocomment on extent of adjustments that may benecessitated against assets and liabilities of thecompany if company ceases to continue as a goingconcern following adverse predicament.

Our key procedures included the following:• Assessed the appropriates of the company

accounting policies, including those relating toprovision and contingent liability by comparing withthe applicable accounting standards;

• Assessed the company process for identificationof the pending litigations and completeness for

BWL LIMITED

38

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the CompaniesAct, 2013 (“theAct”) with respect to the preparation of these standalone financial statements that give atrue and fair view of the financial position, financial performance, changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including theaccounting Standards specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statement that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

with different statutory authorities.Whether a liability is recognized ordisclosed as a contingent liability in thefinancial statements is inherentlyjudgmental and dependent on anumber of significant assumptions andassessments. The amounts involvedare potentially significant anddetermining the amount, if any, to berecognized or disclosed in theStandalone financial statements, isinherently subjective.

3. A number of claims totaling Rs.7.27crores approximately has been lodgedby the company against BSNL onvarious issues

financial reporting and also for monitoring ofsignificant developments in relation to suchpending litigations;

• Engaged subject matter specialists to gain anunderstanding of the current status of litigationsand monitored changes in the disputes, if any,through discussions with the management and byreading external advice received by the company,where relevant, to establish that the provisions hadbeen appropriately recognized or disclosed asrequired;

• Assessed the company assumptions andestimates in respect of litigations, including theliabilities or provisions recognized or contingentliabilities disclosed in the financial statements. Thisinvolved assessing the probability of anunfavorable outcome of a given proceeding andthe reliability of estimates of related amounts;

• Performed substantive procedures on theunderlying calculations supporting the provisionsrecorded; Assessed the management’sconclusions through understanding precedents setin similar cases; and considering theappropriateness of the company’s description ofthe disclosures related to litigations and whetherthese adequately presented in the Standalonefinancial statements.

• Necessary papers including the order of Honble’Supreme Court and Honble’ arbitrator have beenverified by us in order to ensure the correctnessof accounting of the said claim.

39

BWL LIMITEDIn preparing the financial statements, management is responsible for assessing the Company’s abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and usingthe going concern basis of accounting unless management either intends to liquidate the Company orto cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a wholeare free from material misstatement, whether due to fraud or error, and to issue an auditor’s report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraudmay involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, weare also responsible for expressing our opinion on whether the company has adequate internalfinancial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on the Company’s ability to continue as a goingconcern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditor’s report to the related disclosures in the financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up tothe date of our auditor’s report. However, future events or conditions may cause the Company tocease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation.

• We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.

BWL LIMITED

40

• We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships and other matters that may reasonably be thought to bear on our independence, andwhere applicable, related safeguards.

• From the matters communicated with those charged with governance, we determine those mattersthat were of most significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter or when, in extremely rare circumstances,we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefitsof such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, wegive in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company sofar as it appears from our examination of those books [and proper returns adequate for thepurposes of our audit have been received from the branches not visited by us.]

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt withby this Report are in agreement with the books of account [and with the returns received fromthe branches not visited by us9].

(d) In our opinion, the aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March,2020 taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, refer to our separate Report in“Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements – Refer Note 21 to the financial statements.

41

BWL LIMITEDii. The Company does not has any material foreseeable loss arising out of derivative contract

iii. There has been no delay in transferring amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Company.

For BASU CHANCHANI & DEBCHARTERED ACCOUNTANTS

RN - 304049E

(ARABINDA SINHA)Partner

(M.No. 010713)Place : KolkataDate : 26th June 2020UDIN: 20010713AAAAAJ1020

BWL LIMITED

42

ANNEXURE-1Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of BWL Limited (“the Company”)as of 31st March 2020 in conjunction with our audit of the standalone Ind AS financial statements ofthe Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controlsbased on the internal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design, implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company’s policies, the safeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor’s judgment, including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company’s internalfinancial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

43

BWL LIMITEDtransactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the company are being made only in accordance with authorizationsof management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the company’s assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due toerror or fraud may occur and not be detected. Also, projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.

Besides since the productive activities are under suspension, application of IFC for financial reportingapplied in limited context for the company.

Opinion

In our opinion, the Company has, an adequate internal financial controls system over financial reportingin limited context of its functionary and such internal financial controls over financial reporting wereoperating effectively as at 31st March 2020, based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India.

For BASU CHANCHANI & DEBCHARTERED ACCOUNTANTS

RN - 304049E

(ARABINDA SINHA)Partner

(M.No. 010713)Place : KolkataDate : 26th June 2020UDIN: 20010713AAAAAJ1020

BWL LIMITED

44

Annexure-2Annexure to the Auditor’s Report as per Companies (Auditor’s Report) Order, 2016

1. a. The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

b. The fixed assets have been physically verified by the management at reasonable intervals. Asinformed no material discrepancies between book records and the physical inventories havebeen noticed on such verification.

c. The title deeds of immovable properties are held in the name of the company.

2. a. The inventories have been physically verified during the year by management and as reportedno material discrepancies were noticed. However, in our opinion the exercise verification needsto be more elaborative including technical evaluation of each item in the context of utility forthe purpose of due identification of unusable stock for the purpose of assessment of realizablevalue in genuine prospective.

3. The Company has not granted any loans, secured or unsecured to companies, firms, limited liabilitiespartnerships or other parties covered in the register maintained under Section 189 of the CompaniesAct, 2013.

4. The company has not given any loans, guartees, securities or make investments under section185 and 186 of the companies Act, 2013.

5. The Company has not accepted any deposits from public.

6. Maintenance of cost records and accounts has not been prescribed by the Central Governmentunder sub section (1) of Section148 of the Companies Act, 2013.

7. a. According to information and explanations given to us, ‘the company’ is regular in depositingwith appropriate authorities undisputed statutory dues including Provident Fund, EmployeesState Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value AddedTax, Cess and other statutory dues to the extent applicable to it. According to the informationand explanations given to us, no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at 31st March, 2019 for a period of more than six months from the date ofbecoming payable.

b. The dues on account on sales tax, Excise Duty, and Customs duty disputed by the companyand not being paid, vis-à-vis forums where such disputes are pending are mentioned below:-

Particulars Forum where Amount(Rs.) Year of demand Nature of duesDispute is pending

Sales Tax High Court 214,382/- 1987-88 Levy of sales tax on sale ofChattisgarh wires manufacture out of tax

paid wire rod

Board of Revenue 22,202,424/- 1997-98,1999-2000 & -do -2001-2002

Addl. Commissioner 40,919,597 1983-84, 1986-87, 1995-96, -do-1996-97, 1998-99, 2000-01

45

BWL LIMITEDDeputy Commissioner 2,159,019 1984-85,1992-93 & 2002-03 -do-

Excise Duty High Court Chattisgarh 873,013/- 1987-88 Levy of Excise duty on salesof Zinc ash & dross

Customs Duty Commissioner 246,756/- 1980-81 Levy of addl custom duty onimport of wire rod

Appellate Tribunal 333,963/- 1980-81 -do-BSE Same directored 266,680/- 2015-162018-19 & 2019-20 Late filing of F.Stament forF.Y.

14-15 For non appointmentof Company Secretary asCompliance Officer

E.S.I. High Court 13,242,753/- 1991-98 ESI dues for the period whenthe Medical facility companyprovided to the workers as perorder of SC.

8. There are no dues towards any financial institution, bank or debenture holder.9. The Company’ has not given any guarantee for loans taken by others from banks or financial

institutions,10. Company has raised no money by way of Public offer. The company has obtained noninterest

bearing long term loan from promoters sources payable / usable in terms of Rehabilitation packageafter same being approved by BIFR. The proceeds of relevant Loan were used for the purposethey were obtained.

11. No fraud has been noticed or reported on or by ‘the company’ during the year.12. Managerial Remuneration has been paid or provided in accordance with requisite approvals

mandated by the provision of section 197 read with schedule V of the companies Act, 2013.13. The Company is not a Nidhi Company, accordingly paragraph 3(xxii) of the order is not applicable.14. All transactions with the related parties are in compliance with section 177 and 188 of the companies

Act, 2013 where applicable and the details have been disclosed in the Financial Statements, asrequired by the applicable accounting standards.

15. The company has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review.

16. The Company has not entered in to any non-cash transactions with directors.17. The Company is not required to be registered under section 45-I A of the Reserve Bank of India

Act

For BASU CHANCHANI & DEBCHARTERED ACCOUNTANTS

RN - 304049E

Place : Kolkata (ARABINDA SINHA)Date : 26th June 2020 PartnerUDIN: 20010713AAAAAJ1020 (M.No. 010713)

BWL LIMITED

46

BWL LIMITEDRegd. Office:- Industrial Area, Bhilai- 490026, (C.G)

BALANCE SHEET AS AT 31ST MARCH, 2020PARTICULARS NOTE AS AT AS AT

NO March 31st, 2020 MARCH 31st, 2019Rs. Rs. Rs. Rs.

ASSETS1 NON-CURRENT ASSETS

(a) Property, Plant and Equipent 3(1) 4,521,903 4,994,967(b) Financial Assets,

i) Loansii) Others 3(2) - 10,566,030

(c) Other Non Current AssetsNon Current Assets 3(3) 745,280 745,280 1,047,395 11,613,425

2 Current Assets :Inventories 3(4) 727,438 727,438(a) Financia; Assets

(i) Cash and Cash eqivalents 3(5) 6,686,459 21,666,421(ii) Bank Balances & Other than (i) above 14,484,058 2,103,022(iii) Other 3(6) 1,099,624 22,997,579 1,064,756 25,561,637TOTAL :- 28,264,762 42,170,029

(I) EQUITY AND LIABILITIES :1 EQUITY

(a) Equity Share Capital 3(7) 70,092,213 70,092,213(b) Other Equity 3(8) (135,664,664) (65,572,451) (127,939,670) (57,847,457)

2 LIABILITIESNON CURRENT LIABLITIES :a) Financial Liabilities

(i) Borrowings 3(9) 89,866,293 83,002,293(ii) Other Finanacial Liabilites

b) Provisions 3(10) - -c) Other Non Current Liabilities 3(11) 175 89,866,468 193 83,002,486

3 CURRENT LIABILITIESa) Financial Liabilities

(i) Trade Payable 3(12) 880,306 1,488,635(ii) Other Financial Liabilities 3(13) 636,885 826,207(iii) Borrowing 3(14) 2,200,000 14,485,000

b) Other Current Liabilities 3(15) 78,926 40,530(c) Provisions 3(16) 174,628 3,970,745 174,628 17,015,000TOTAL :- 28,264,762 42,170,029

In Terms of our Report of Even date For and on behalf of the BoardFor BASU CHANCHANI & DEB

Chartered Accountants SUNIL KHETAWAT SANDEEP KHETAWATR. No. : 304049E Managing Director & CEO Whole Time Director

DIN : 00391080 DIN: 00391181

(ARABINDA SINHA) SUBRATA KUMAR RAY SHYAM NIYOGIPlace : Kolkata Partner Company Secretary Chief Financial OfficerDate : 26th June,2020 (M.No. 010713) PAN :AFNPR0717D PAN : ABLPN5438KUDIN: 20010713AAAAAJ1020

47

BWL LIMITED

BWL LIMITEDRegd. Office:- Industrial Area, Bhilai-490026, (C.G)

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH-2020

PARTICULARS NOTE FOR THE YEAR FOR THE YEARENDED ENDED

NO March 31st, 2020 MARCH 31st, 2019Rs. Rs.

I Revenue from Operation. - -II Other Income: 3(17) 1,667,075 16,954,280III Total Revenue (I + II) 1,667,075 16,954,280IV EXPENSES : - - -

a) Employee. benefits Expense 3(18) 3,486,308 3,058,557 b) Finance Cost 3(19) 1,540 1,540 c) Depreciation & Amortisation Expense 3(1) 473,064 480,181 d) Other expenses 3(20) 5,431,157 8,563,307 Total Expenses 9,392,069 12,103,585

V Profit/(Loss) before Exceptional items and Tax ( III - IV) (7,724,994) 4,850,695

VI Exceptional Items - -VII Profit/(Loss) before

Tax (V-VI) (7,724,994) 4,850,695VIII Tax Expenses:-

Current Tax - -Deferred Tax - -Total Tax exenses - -

IX Profit (+)/Loss (-)for the period (7,724,994) 4,850,695 (VII-VIII)

X Other comprehensive income(Net of Tax)(a) i) Items that will not be reclassified to profit or loss - -

ii) Income tax relating to items that will not be reclassified - -to profit or loss

(b) i) Items that will be reclassified to profit or loss - -ii) Income tax relating to items that will be reclassified to - - profit or lossTotal comprehensive Income - -

XI Total comprehensive income for (7,724,994) 4,850,695the period (IX+X) (Comprisingprofit/(Loss) and other comprehensive Incomefor the period)

XIII Earning per Equity share (fordiuscontinuing & continuingoperation )a) Basic (1.11) 0.69b) Dilluted (1.11) 0.69

In Terms of our Report of Even date For and on behalf of the BoardFor BASU CHANCHANI & DEB

Chartered Accountants SUNIL KHETAWAT SANDEEP KHETAWATR. No. : 304049E Managing Director & CEO Whole Time Director

DIN : 00391080 DIN: 00391181

(ARABINDA SINHA) SUBRATA KUMAR RAY SHYAM NIYOGIPlace : Kolkata Partner Company Secretary Chief Financial OfficerDate : 26th June,2020 (M.No. 010713) PAN :AFNPR0717D PAN : ABLPN5438KUDIN: 20010713AAAAAJ1020

BWL LIMITED

48

BWL LIMITEDRegd. Office;- Industrial Area, Bhilai- 490026, (C.G.)

CASH FLOW STATEMENT (INDIRECT METHOD) FOR THEYEAR ENDED 31ST MARCH, 2020

For the year For the yearended 31.03.2020 ended 31.03.2019

(Rs.) (Rs.)

A. Cash Flow from Operating Activities :Net Profit/(Loss) before Tax & Extraordinary items (7,724,994) 4,850,695Adjustment for

Depreciation 473,064 480,181Interst Income (1,667,075) (10,862,147)Loss on sale of tangible fixed assets - 331,180

(8,919,005) (5,200,091)Adjustment for Working Caital Movements :

Trade & Other Receivables 1,301,427Inventories 2,928,200Trade and Other Payables (759,273) 988,118

(9,678,278) 17,654Direct Taxes - Refund/(Paid) 302,115 (69,940)Operating Cash Flow : (9,376,163) (52,286)

B. Cash Flow from Investing Activities :Interest Received 1,632,207 10,658,495

Sale of tangible fixed assect 436,250Investment (Made) / Realised (1,815,006) 5,330,948Net Cash Flow from investing Activities (182,799) 16,425,693

C. Cash Flow from Financing Activities :Receipt of Long Term Borrowings 6,850,000 6,750,000Repayment of Long Term Borrowings (76,000) (16,806,650)Receipt of Short Term Borrowrings 90,000 14,485,000Repayment of Short Term Borrowrings (12,285,000) -Net Cash Flow from Financing Activities : (5,421,000) 4,428,350

D Net increase/(Decrease) in cash and cash Equivalents (A+B+C) (14,979,962) 20,801,757E Opening cash and cash Equivalents (Read with note 3(5)) 21,666,421 864,664F Closing cash and cash Equivalents(D+E)(Read with note 3(5)) 6,686,459 21,666,421

Break-up of Cash and cash equivalent :Cash in Hand 54,591 43,672Bank Balances 6,632,268 21,622,749

6,686,859 21,666,421

In Terms of our Report of Even date For and on behalf of the BoardFor BASU CHANCHANI & DEB

Chartered Accountants SUNIL KHETAWAT SANDEEP KHETAWATR. No. : 304049E Managing Director & CEO Whole Time Director

DIN : 00391080 DIN: 00391181

(ARABINDA SINHA) SUBRATA KUMAR RAY SHYAM NIYOGIPlace : Kolkata Partner Company Secretary Chief Financial OfficerDate : 26th June,2020 (M.No. 010713) PAN :AFNPR0717D PAN : ABLPN5438KUDIN: 20010713AAAAAJ1020

49

BWL LIMITED

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49

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51

BWL LIMITED

BWL LIMITEDRegd. Office:- Industrial Area, Bhilai-490026, (C.G)

AS AT AS AT3. NOTES TO ACCOUNTS: March 31st, 2020 (Rs.) March 31ST, 2019 (Rs.)

NON CURRENT ASSET :

2. Financial AssetsOthersBalances With bank in fixed deposit maturing after - 10,566,030one year

3. Other non Current Assests :-Non Current Assestsa) Security Deposit (inculding Bank Deposit Rs.200000/-

P.Y. Rs. 200000/- pledged) Considered Good 619,371 619,371b) Advance payment of Income Tax 125,909 428,024

(Net of provision-NIL,previous year-NIL) 745,280 1,047,395

CURRENT ASSETS4. Inventories:-

Raw Materials 391,396 391,396Finished Goods 3,700 3,700Stores & Spares 322,909 322,909Tools & Implements 8,215 8,215Scrap 1,218 1,218

727,438 727,438Financial Assets

5. Cash & Cash EquivalentCash in hand 54,191 43,672Balances with Banks 6632268 21622749Others 14,484,058 2,103,022

21,170,517 23,769,443NOTE :Balances with Banks othersFixed deposits maturing after 3 months but before 1year

6. Others :UnsecuredAdvance payment of Income Tax(Considered Good) 23,536 23,536(Net of provision Rs 1352023 Previous Year Rs 1352023).Others - - Amount lying with Excise / Service Tax and Sales Tax authorities in Current Account(Considered good) 779,692 779,692Sales Tax paid under appeal (Considered Good) 11,814 11,814Interest Accrued on term deposit 284,582 249,714

1,099,624 1,064,756

BWL LIMITED

52

AS AT AS ATMarch 31st, 2020 March 31ST, 2019

3. NOTES TO ACCOUNTS: (Rs.) (Rs.)EQUITY AND LIABILITIESEQUITY :

7) Equity Share CapitalAuthorised :1,20,00,000 Nos. Equity Shares of Rs.10 Each 120,000,000 120,000,00030,00,000 Nos Zero Dividend Redeemable 30,000,000 30,000,000

Preference Shares of Rs.10/- Each 150,000,000 150,000,000SHARES ISSUED, Subscribed & paid up :Issued :70,56,200 Nos. Equity Shares of Rs.10 Each

70,562,000 70,562,00023,40,355 Zero Dividend RedeemablePreference Shares of Rs.10/- Each 23,500,500 23,500,500

94,062,500 94,062,500Subscribed :69,83,960 Nos Equity Shares of Rs.10 each fully paid up 69839600 69839600

23,50,050 Zero Dividend Redeemable

Preference Shares of Rs.10/- Each 23500500 23500500

93340100 93340100Paid Up:69,79,610 Nos Equity Shares of Rs.10 each fully paid up 69,796,100 69,796,100(Shares forfeited - 4,350 nos.(previous year-4350Nos.}(Previous year same)23,40,355 Nos. Zero Dividend Redeemable PreferenceShares of Rs.10/- Each (Previous year same)(Repayable at the option of the company ) 23403550 23403550Less : Transferred to non-current Liabilities 23403550 23403550

Equity Share Capital 69,796,100 69,796,100Forfeiture of Shares (as per last account ) 27,938 27,938Forfeiture of Debenture (as per last account) 268,175 268,175

Total 70,092,213 70,092,213

Equity Preference Equity PreferenceNOTE : 31.03.2020 31.03.2019

1) Reconciliation of the number of shares outstandingNumber of shares at the beginning 6,979,610 2,340,355 6,979,610 2,340,355

Number of shares at the end 6,979,610 2,340,355 6,979,610 2,340,355

53

BWL LIMITED

Equity Preference Equity Preference31.03.2020 31.03.2019

No. of % No. of % No. of % No. of %2) Share holders holding more than 5% stake Share Share Share Share

H. P. Khetawat (HUF) 375692 5.38 - - 375692 5.38 - -Sulabh Sales Pvt. Ltd 380934 5.46 370156 16.82 380934 5.46 370156 16.82Sandeep Khetawat 408778 5.86 - - 408778 5.86 - -Sunil Khetawat 368064 5.27 - - 328064 4.7 - -Stock Holding Corporation of India - - 170000 7.22 - - 170000 7.22Anil Poddar - - 118100 5.05 - - 118100 5.05

3) Right, Preference, Repaybility & restriction, if any, on shares :A. Voting Right :

Each equity share holders is entitled to voting right proportionate to his holding.Preference share holders are not ordinerily entitled tovoting right unles any part of their dividend remain unpaidor agenda of voting relates to issues effecting their right.

Other Right :Preference share holders are entitled to priority over equityshare holders against the proceeds of realisation of assetsunder circumstances of liquidation of the company.

B. Transferability :Shares of the company are ordinerily transferable provided :

i) Instrument of transfer submitted to the company is asper format prescribed under the Act.

ii) Company does not have any lien on shares under transfer.iii) Transferee conveys his consent within stipulated period

of issuance of notice under section 56 (2) of Companies Act 2013by the company pertaing to application of transfer of partlypaid shares made by transferer.

8. Statement of Changes in EquityStatement of Changes in Equities for thePeriod ended 31st March, 2020

A) Equity Share CapitalAS AT AS AT

March 31st, 2020 March 31ST, 2019(Rs.) (Rs.)

Balance at the beginning of the Reporting Period 69796100 69796100Change in Equity Share Capital during the year - -Balance at the end of the Reporting Period 69796100 69796100

BWL LIMITED

54

AS AT AS ATMarch 31st, 2020 March 31ST, 2019

(Rs.) (Rs.)B) Other Equity

Reserves & Surplus :Capital Reserves: (as per last account) 251,662,747 251,662,747Security Premium (as per last account) 52,554,975 52,554,975Other Reserves :Investment Allowance Reserve (Utilised)(as per last account) 2,302,957 2,302,957

306,520,679 306,520,679Retained EarningsDeficit (as per last account) (434,460,349) (439,311,044)Add/ less /Profit/(loss) for the year (7,724,994) 4,850,695Acclumated negative retained earning (442,185,343) (434,460,349)TOTAL negative other equity (135,664,664) (127,939,670)

NON CURRENT LIABILITIES

Financial Liabilities AS AT AS ATAS ATMarch 31st, 2020 March 31ST, 2019

(Rs.) (Rs.)

9. BORROWINGS :

a) 23,40,355 Nos. Zero Dividend Redeemable Preference

Shares of Rs.10/- Each (Previous year same)

(Repayable at the option of the company ) 23,403,550 23,403,550

b) Loans from Related Parties: (unsecured & interest free) 66,462,743 59,598,743

Repayable on demand after 31.03.2021

Total 89,866,293 83,002,293

10. LONG TERM PROVISIONS:

Employees Benfit-Leave Encashment - -

55

BWL LIMITED

11. OTHER NON CURRENT LIABILITIES

Long Term maturities on financial lease obligations 175 193

CURRENT LIABILITIES

Financial Liabilities

12. Trade Payable 880,306 1,488,635

13 Other financial Liabilities 636,885 826,207

14 Short Term Borrowings 2,200,000 14,485,000

15 Other Current Liabilities

Other Statutory dues 78,908 40,512

Short Term maturities on financial lease obligations 18 18

78,926 40,530

16 Short Term Provisions :

Employees Benefits - Leave encashment 164,128 164,128

- Bonus 10,500 10,500

- 174,628 174,628

Notes on Trade Payable;

A) total outstanding dues of micro enterprises and small enterprises Nil Nil

B) total outstanding dues of creditors other than micro enterpriseand small enterprises 880306 1488635

BWL LIMITED

56

REVENUES: AS AT AS ATMarch 31st, 2020 March 31ST, 2019

(Rs.) (Rs.)17 Other Income

Interest on: Term Deposit 1,258,819 1,225,618

Arbitration Award 375,655 9,631,183

Others 32,601 5,346

Bad Debt / Addvances Realized - 6,092,133

Total 1,667,075 16,954,280

EXPENSES18 Employees Benefit Expenses

Salary, Wages and Bonus 3,000,966 2,703,308

Controbution to Provident & Other Funds 207,446 195,026

Staff Welfare 277,896 160,223

3,486,308 3,058,55719. Finance Cost

Finance Charge on finance lease 1,540 1,540

20. OTHER EXPENSES :Auditor's Renumeration :

i) Audit Fees 51,920 51,920

ii) Other services 24,780 30,680

iii) reimbursement of expenses - 76,700 - 82,600

Legal & Professional Charges(including secretrial audit fee Rs.7000/- 1,527,800 1,551,600

previous year-12000/-)

Loss on sale of Discarded plant and equiptment 331,180

Obsolete Inventories Written Off - 2,928,200

Misc. Others (includes travelling expenses for auditors

Rs. 3300 previous year Rs. 3870) 3826657 3669727

TOTAL 5,431,157 8,563,307

57

BWL LIMITEDCompany information, significant accounting policies & notes to accounts:

1. Company Information:

BWL Ltd was established in the year 1971 as a Public Limited Company

It went for public in 1973 for the 1st time .It further went for Public issue in the year 1995. Both theissues were success, application money being oversubscribed. The company is engaged inproducing Steel Wire. It opted for diversification by way of setting up its Optical Fibre Cable (OFCD)Division in Himachal Pradesh. However, performance of OFCD did not come to the level ofsatisfaction due to general recession in the optical Fibre cable Industry in the Country. The unitwas disposed of subsequently.

Notwithstanding smooth passage the company enjoyed during first thirty five years of its life, itsstability base commenced declining by late nineties and ultimately the company had been referredto BIFR in 1999. The existing lone plant of the unit engaged in producing Steel wire is underclosure since 2008. The management aspires to revitalize the company in terms of its traditionalfooting for which it has already settled all dues to Banks and Financial Institution through one timesettlement. The company’s Scheme of Rehabilitation was pending approval of BIFR. However inview of Repeal of SICA and enactment of Insolvency and Bankruptcy Code 2016 w.e.f’ 01/12/2016, Company is no longer eligible to apply to NCLT for Rehabilitation in view of new law as perthe Code. Now the Whole time Directors are exploring the possibilities for entering into otherproduct line/ diversification.

2. Significant accounting policies are as under:

a) Basis of preparation of Financial Statement:

The accounts have been prepared in accordance with Ind AS under historic cost conventionon the assumption of going concern, which enjoins adherences of mandatory accountingstandards notified under the Companies (India Accounting Standards) Rules, 2015,as specifiedin section 133 of the Companies Act, 2013 read with relevant Rules issued there under guidelines issued by SEBI and specific provisions of Companies Act, 2013 on disclosure &accounting exigencies.

To comply with Ind AS, estimate and assumptions are made for factors affecting balances ofyear end assets and liabilities and disclosure of contingent liabilities. Such estimates changefrom time to time according to situation and appropriate changes are made with the knowledgeof circumstances warranting such changes. Material changes are reported in notes to accountsincluding disclosures of financial impact thereof.

To cater to exigencies of schedule III, assets & liabilities had to be classified under currentand non- current categories, identification of the former on the basis of assets & liabilitiesrealizable or payable within normal operating cycle of the company or within a year. Remainingassets and liabilities have categorized as noncurrent.

Use of Estimates

IND-AS enjoins management to make estimates and assumptions related to financialstatements, that affect reported amount of assets, liabilities, revenue, expenses and contingentliabilities pertaining to the year. Actual result may differ from such estimates.

BWL LIMITED

58

Any revision in accounting estimates is recognized prospectively in the period of change andmaterial revision, including its impact on financial statements, is reported in the notes toaccounts in the year of incorporation of revision.

a. Financial Instruments

(i) Financial Assets

Initial Recognition and Measurement

All financial assets are recognized initially at fair value plus, in the case of financialassets not recorded at fair value through profit or loss, transaction costs that areattributable to the acquisition of the financial assets.

Financial assets are classified, at initial recognition, as financial assets measured at fairvalue or as financial assets measured at amortised cost.

Subsequent Measurement

For purpose of subsequent measurement financial assets are classified in two broadcategories:-

• Financial Assets at fair value

• Financial assets at amortised cost

Where assets are measured at fair value, gains and losses are either recognized entirelyin the statement of profit and loss, or recognized in other comprehensive income.

A financial asset that meets the following two conditions is measured at amortised cost.

• Business Model Test : The objective of the company’s business model is to holdthe financial asset to collect the contractual cash flows.

• Cash Flow Characteristics Test : The contractual terms of the financial assetgiverise on specified dates to cash flows that are solely payment of principal and intereston the principal amount outstanding.

A financial asset that meets the following two conditions is measured at fair value throughOCI:-

• Business Model Test : The financial asset is held within a business model whoseobjective is achieved by both collecting contractual cash flows and selling financialassets.

• Cash Flow Characteristics Test :

The contractual terms of the financial asset give rise on specified dates to cashflows that are solely payment of principal and interest on the principal amountoutstanding. All other financial assets are measured at fair value through profit andloss.

59

BWL LIMITEDImpairment of Financial Assets

The company assesses impairment based on Expected Credit Losses (ECL) model at anamount equal to :-

• 12 Months expected credit losses, or

• Lifetime expected credit losses depending upon whether there has been a significantincrease in credit risk since initial recognition.

However, for trade receivables, the company does not track the changes in credit risk.Rather, it recognizes impairment loss allowance based on lifetime ECLs at each reportingdate, right from its initial recognition.

Financial Liabilities

All financial liabilities are initially recognized at fair value and, in the case of loans andborrowings and payables, net of directly attributable transaction costs.

Financial liabilities are classified as measured at amortised cost or fair value throughprofit and loss (FVTPL). A financial liability is classified as FVTPL if it is classified asheld for trading, or it is a derivative or is designated as such on initial recognition. FinancialLiabilities at FVTPL are measured at fair value and net gain or losses, including anyinterest expense, are recognized in statement of profit and loss. Other financial liabilitiesare subsequently measured at amortised cost using the effective interest method. Interestexpense and foreign exchange gains and losses are recognized instatement of profitand loss. Any gain or loss on de-recognition is also recognized in statement of profit andloss.

Fair Value Measurement

The company measures financial instruments, such as, derivatives at fair value at eachbalance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liabilityin an orderly transaction between market participants at the measurement date. The fairvalue measurement is based on the presumption that the transaction to sell the assetor transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the assetor liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that marketparticipants would use when pricing the asset or liability, assuming that market participantsact in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’sability to generate economic benefits by using the asset in its highest and best use or by

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selling it to another market participant that would use the asset in its highest and bestuse.

The company uses valuation techniques that are appropriate in the circumstances andfor which sufficient data are available to measure fair value, maximizing the use of relevantobservable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financialstatements are categorized within the fair value hierarchy, described as follows, basedon the lowest level input that is significant to the fair value measurement as a whole.

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets orliabilities

Level 2 – Valuation techniques for which the lowest level input that is significant to thefair value measurement is directly or indirectly observable.

Level 3 – Valuation techniques for which the lowest level input that is significant to thefair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurringbasis, the Group determines whether transfers have occurred between levels in thehierarchy by re- assessing categorization (based on the lowest level input that is significantto the fair value measurement as a whole) at the end of each reporting period.

The Company’s Audit Committee determines the policies and procedures for both recurringfair value measurement, such as derivative instruments and unquoted financial assetsmeasured at fair value, and for non-recurring measurement, such as assets held fordistribution in discontinued operations.

b) Property, Plant & Equipment and Depreciation & Amortization :

Properties, Plant & Equipments are stated at cost less depreciation. Cost include inwardFreight, Duties (Net of Cenvat and value added tax Presently GST), Taxes and expensesincidental to Acquisition and Installation. All Expenditure incurred for expansion,modernization and Development of Plant, Machinery and equipment are capitalised.Depreciation on Properties, Plant & Equipments has been provided for in terms of lifespan of assets prescribed in Schedule-II of the Companies Act, 2013.

Lease hold Land has been amortised in accordance with Ind AS-17 for accounting ofLease.

c) Impairment of Tangible Property, Plant & Equipment:

1) Assets are tested for impairment on the basis of cash generating unit (CGU) concept.Said assets are held in lower of recoverable value and carrying cost. Recoverablevalue is the higher of value in use and net selling price. Impairment loss be theexcess of carrying cost over recoverable value. Recoverable value is arrived at onbalance sheet dates for:-

a) making provision against impairment loss, if any, or

61

BWL LIMITEDb) Reversing existing provision against impairment loss:

2) Impairment loss, when arises, is apportioned pro- rata on the various heads of tangibleassets based on their WDV prior to providing for impairment loss.

d) Inventories are valued at lower of cost and net realizable value.

Cost comprises inward freight, duties (Net of cenvat and value added tax Presently GST)taxes and are calculated in FIFO basis. Where necessary provision has been made forobsolete, slow moving and defective stocks. Cost of Finished goods includes cost ofconversion and manufacturing overheads. The discarded assets are held at Scrap Value.Scraps are held at realizable value.

e) Trade Receivable and Loans:

Trade Receivable and Loans are stated after making adequate provision for doubtfulbalance.

f) Research and Development expenses

Research and development cost are charged as expenses in the year in which they areincurred.

g) Retirement Benefits:

Company Contributes To Provident And Other Funds, Which Are Administered ByGovernment And Such Contribution Are Charged Against Revenue. Retirement Gratuityto Employees is Covered by Group Gratuity Scheme with the Life Insurance Corporationof India by way of payment against the scheme in terms of advice of LIC is charged offto Revenue. Leave Salary is accounted for on the accrual basis on the basis of methodicalestimates under taken by the management.

h) Recognition of Income And Expenditure :

i) Sales Are Recognised In The Accounts On Passing Of Title To The Goods, I.E.Delivery As Per Terms of Sale. Sale Comprises Sale Of Goods And Services, Net ofTrade Discount, Price Variation Bills have been accounted for in the year of receiptof approval from the customers.

ii) All other Incomes and expenses are accounted for on accrual basis.

i) Lease Rental: Lease Rentals in respect of Leased Assets under arrangement of operationallease have been charged in accordance with Ind AS-17

j) Provisions, contingent Liabilities & commitment and contingent Assets: Provisions arerecognized for liabilities that can be measured only by using a substantial degree ofestimation, if

a) the company has a present obligation as a result of a past event,

b) a probable outflow of resources is expected to settle the obligation and

c) the amount of the obligation can be reliably estimated, Reimbursement expected in

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respect of expenditure required to settle a provision is recognized only when it is virtuallycertain that the reimbursement will be received.

Contingent Liability & commitment is disclosed in the case of a present obligation arisingfrom a past event, when the probable outflow of resources to settle the obligation cannotbe determine with reasonable certainty.

Contingent assets have been disclosed. Contingent liabilities and contingent assets arereviewed at each Balance Sheet date.

k) Accounting policies not specifically referred to otherwise are consistent and in accordancewith generally accepted accounting principle read with Accounting Standards mandateunder section 133 of Companies Act, 2013 and in its absence by IAS.

Financial Management objective & Policies.

Company’s net worth has been fully eroded. Solvency base has been retained throughresources deployed by the Promoters Group by way interest free loans of the nature ofquasi capital. Future Policy to operate the entity in viable prospective by way of utilizationof existing fixed capital outlet including broadening of same by way of mobilization offurther resources to cater to the exigency of new products in terms of survey of marketby the Promoters are at present under scrutiny of the management.

As the Company stands today, there is no interest liabilities, foreign currency involvementor major credit risk the company is exposed to. In the light of aforesaid fact any exerciseof evaluation of fallout on account of market risk. Foreign Currency risk, credit risk,liquidity risk are superfluous at the point of time.

3. Notes to accounts :

21. Contingent Liabilities (Not provided for):

Particulars As at As at31st March2020 31st March2019

Rs. (Rs.)

I. Claim against the company disputed andnot acknowledge as debt.

a Sales tax and entry tax 6,54,95,422 6,54,95,422

b Excise Duty 2174440 2174440

c Custom Duty 580719 580719

d ESI Authorities 13,242,753 13,242,753

e BSE 266680 194060

Total : 8,17,60,014 8,16,87,394

63

BWL LIMITEDDetails of Contingent Liabilities not provided for in books :

Nature Estimate Estimated time of Possibility of anyfinancial effect of settlement reimbursement

Sales Tax / Entry Tax Nil Unascertainable Nil

Excise Duty Nil Unascertainable Nil

Custom Duty Nil Unascertainable Nil

ESI Authorities Nil Unascertainable Nil

BSE Nil Unascertainable Nil

There is no possibilities of future outflow of funds considering merit of the cases as per legalopinion obtained by the company.

Contingent Assets :

Arbitration Awards/Court’s order on arbitration matters with customers issued in favour of thecompany pending before Hon’ble Supreme Court / High Court.

- Amount involved Rs. 72685682

22. Related party disclosure in terms of Ind AS-24:

1 There is no enterprise where control exists.

2 Other related parties in transaction with the company.

a. Key management personnel :

Shri Sunil Khetawat – Whole time Director,& CEO, Shri Sandeep Khetawat – Wholetime Director, Shri Shyam Niyogi -CFO and Shri Subroto Kumar Ray – Company Secretaryand Compliance officer.

b. Relatives of Key management personal (KMP):

Shri H.P Khetawat, Smt. Shanti devi Khetawat, Smt. Shraddha Khetawat, Smt. AektaKhetawat, Shri H.P.Khetawat (HUF),Sandeep Khetawat (HUF), Miss Avani Khetawat,Shrivardan Khetawat, Yeshvardhan Khetawat and Miss Stuti Khetawat

c. List of enterprises where key management personnel or their relatives hold the office ofKMP:

M/S Kumi Agro Industries Ltd, BWL Industries (P) Ltd, Sulabh Sales Pvt. Ltd, andBhubneswari Investment Pvt Ltd

Entities under significant influence of KMP’s H.P.Khetawat (HUF)

BWL LIMITED

64

d. Independent Directors:

Prabir Chaudhury, Malay Sengupta and Shahin Basu Mazumdar

3 Details of Transactions with related parties:

Information pursuant to Ind AS-24

Key Management Relatives of the key Enterprise wherePersonnel/ management key Management

Independent Director Personnel personnel oftheir relatives hold

the office ofkey management

Current Previous Current Previous Current PreviousYear Year Year Year Year Year

Remuneration Paid 3112864 2714169 600000 350000 – –

Rent Paid — — 60000 20000

Receipt of Unsecured Loan 2060000 450000 4280000 2830000 600000 270000

Repayment of Unsecured Loan 2380000 200000 7805000 2080000 1176000 41650

Payable at year end:

Remuneration 236981 690206 425000 350000 – –

Unsecured Loan 2000109 2320109 6913279 10438279 57549355 58125355

Rent —— —— ——— ——— 45000 20000

Note: Remuneration includes board/committee meetings fees paid to Independent Directors forRs.75000/-(Previous years Rs.78000/-). No further amount has been paid to IndependentDirectors.

23. In absence of virtual certainty of future taxable profit to realize deferred tax assets accrued tilldate on account of unabsorbed loss & unabsorbed depreciation, no deferred tax asset hasbeen recognized as a measure of prudence as laid down under Ind AS-12.

This also contributed to ignoring Ind AS-12 in its totality.

24. Impairment of Assets:-

Test of impairment undertaken in recent past revealed recoverable value of the CGW under netselling price method significantly higher than carrying cost, of assets. As such no impairmentprovision is called for.

25. The workforce of the Company is meagre five including two whole time directors. Gratuity liabilitypaid as per the advice of LIC for Annual Premium amounts to Rs 20000/- only (previous yearRs 20000l). Liability on account of Leave Salary amount to Rs.Nil (previous year Rs 6800 for

65

BWL LIMITEDthe year according to management estimate based on all employees retiring on Balance Sheetdate. Ascertainment of Liability as laid down under Ind AS-19 involves considerable cost whichis difficult for this company to withstand. In view of this the company has accounted for theseliabilities as per accounting policy No. 2A(g), It may be mentioned here in that under anycircumstances existing book liability towards leave salary is bound to be higher than actuarialcomputation.

26 Depending on disclosure mandated for entities under MSMED Act,2006 to reveal their identityin correspondences, bills & challan etc, no transaction is observed to have been entered intoby the company during the year with any party belonging to micro and small category underMSMED Act,2006.

27. The Company has no Bank or Institutional borrowings. Lion’s share of borrowing relates to sourcesof promoters which are of the nature of quasi capital. This is raison d’être of going concernassumption guiding accounting policies.

28. Information (Pursuant to Ind AS-37):

Brief particulars of provision on disputed liabilities (Provided for):

Nature of liabilities; Income Tax Particulars of Dispute:

Interpretation of Section 80 within the meaning of contemporary Income Tax Act,1961 forAssessment year 1983-84

Opening provision: Rs.1352023/- Provision made during the year: Nil Provision adjusted duringthe year: NIL Closing provision: Rs 1352023/-

Note:

There will be no outflow of fund against crystallisation of above liability (expected to mature insucceeding year)pending before High Court, as payment has already been made and appearingin loans and advances.

29 Computation of Earnings per Share: Current year Previous year

Net Profit/(Loss) as per statement of profit and loss account (7724994) 4850695

No. of Equity Shares 6979610 6979610

Earnings per Share (1.11) 0.69

30. Since the factory is under suspension of work devoid of technical personnel it is practically notpossible to indentify components relevant to different items of fixed assets and identify theirresidual life span based on technical evaluation except for deputing outside agency for thepurpose at prohibitive cost in the context of existing financial base of the company.

These came in the way of implementing foot note 4 of Schedule II of Companies Act, 2013dealing with depreciation accounting.

31. Preference Shareholders during their meeting held on 20.07.2000 U/s 191 of the Companies

BWL LIMITED

66

Act,1956 allowed redemption to be kept in abeyance indefinitely apart from waiving the 100%Premium clause entirely at redemption point. The relevant resolution, by implication, empowersmanagement to redeem preference shares in terms of, it’s discretion, being within period of notexceeding twenty years i.e. statutory deadline since the date of resolution.

32. Disclosure for financial lease; 31.03.20 31.03.19

a. Class of asset, the net carrying amountat the end of the reporting period;Financial lease of land 32726 33355

b. Reconciliation between the total of future minimumlease payments and their present value.

Particulars As at 31.03.2020 As at 31.03.2019

Minimum Present Minimum PresentPayment Value of Payment Value of

Payment Payment

Within one year 1558 18 1558 18

After one year but not more than five year 6179 16 6179 21

More than five years 88150 185 89708 197

Total minimum lease payment 95887 97445

Less : Amount representing finance charge 95694 97234

Present value minimum lease payment 193 211

c. Contingent rents recognizedas an expense in the period Nil Nil Nil

d. The total of future minimumsublease payments expectedto be received under non-cancellable subleases at theend of the reporting period Nil Nil Nil

e. General description of lease arrangement(i) the basis on which contingent

rent payable determine : N. A. N.A. N.A.(ii) the existence and terms of renewal or purchase options and escalation clauses;

Lease was taken from DIC. Durg on 13/03/1972 for 99 years at a premium of Rs.12460, with alease rent of Rs 1246 annually to be paid on or before 10th April every year with a 25% escalationafter every 30 years

(iii) Restrictions imposed by lease arrangement concerning dividends additional debt, Further leasing;Excepting subleasing there are no such restrictions

33. Financial Instruments – Accounting classifications and fair value measurements:

67

BWL LIMITED

The fair value of the assets and liabilities are included at the amount at which the instrumentcould be exchanged in a current transaction between willing parties, other than in forced orliquidation sale.The following methods and assumptions were used to estimate the fair values :Fair Value of cash and short-term deposits, trade and other short term receivables,trade payables,other current liabilities short term loans from banks and other financial instruments approximatetheir carrying amounts largely due to the short term maturities of these instruments.

Particulars 31.03.2020 31.03.2019

Financial assets at amortised costBank Deposit 144084058 12669052Cash and cash equivalent 6686459 21666421Other Deposit Non-current 745280 1047395Other current deposit 1099624 1064756

Total : 23015421 36447624

Financial Liabilities at amortised costLong Term Borrowings 89866293 83002293Finance lease obligation 193 211Short Term Borrowings 2200000 14485000Trade Payable 880306 1488635Other Financial Liabilities Current 715793 866719

Total : 93662585 99842858

34. The outbreak of COVID-19 and consequent imposition of national lockdown by the Governmentof India to deter its impact seriously affected the economic activities and operational performanceof the company.The management has considered the possible effect that may arise from the pandemic on therecoverability/carrying value of the assets.Based on the current indicators of future economic conditions, the company management expectsto recover the carrying amounts of the assets. However, as the trend suggests future economicconditions may be subject to material changes in days ahead.Given the uncertainty, the final impact on the company’s assets in future may differ from theestimated at the date of closing of financial statement of the company.

In Terms of our Report of Even date For and on behalf of the BoardFor BASU CHANCHANI & DEB

Chartered Accountants SUNIL KHETAWAT SANDEEP KHETAWATR. No. : 304049E Managing Director & CEO Whole Time Director

DIN : 00391080 DIN: 00391181

(ARABINDA SINHA) SUBRATA KUMAR RAY SHYAM NIYOGIPlace : Kolkata Partner Company Secretary Chief Financial OfficerDate : 26th June,2020 (M.No. 010713) PAN :AFNPR0717D PAN : ABLPN5438KUDIN: 20010713AAAAAJ1020

BWL LTD.Corporate Identity Number : L27105CT1971PLC001096

Regd. Office: Industrial Area Bhilai- 490026 (C.G) Mobile No : 91-9329108314Website: www.bhilaiwire.com E-Mail: bwlltd14@gmail.com

FORM NO. MGT - 11

PROXY FORM[Pursuant to the provisions of Section 105(6) of the Companies Act, 2013 a Administration) Rules, 2014]

FOURTY EIGHT ANNUAL GENERAL MEETING - 30TH SEPTEMBER 2020Name of the Member(s):Registered Address :

E-mail IDFolio No./ Client ID: DP ID:

I / We being the Member(s) of _____________________________________ equity shares of Rs._______________

1. Name:__________________________________________________E-mail Id___________________________

Address:_______________________________________________________________________________

______________________________________________Signature:_________________________________

or failing him

2. Name:__________________________________________________E-mail Id___________________________

Address:_______________________________________________________________________________

______________________________________________Signature:_________________________________

or failing him

3. Name:__________________________________________________E-mail Id___________________________

Address:_______________________________________________________________________________

______________________________________________Signature:_________________________________

as my/our proxy to attend and vote (a poll) for me/us and on my/our behalf at the Forty-Eight Annual General Meeting of theCompany to be held on 30th September, (Wednesday) 2020 at 4:30 P.M. at Registered Office, Industrial Area Bhilai 490026 Indiaand at any adjournment(s) thereof, in respect of such resolution as are indicated belowORDINARY BUSINESS:1. To consider and adopt the accounts of the company for the financial year ended 31st March, 2020 and the report of the Board

of Directors and Auditors thereon.2. To ratify the appointment of auditors and to fix their remuneration.Signed: this __________________day of_____________2020

Signature of Member(s): _______________________ ]

Signature of the Proxy holder(s):_________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,not less than 48 hours before the commencement of the Meeting.

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