The Directors of the Company are pleased to present the 64th Annual Report of the Company along with the Audited
Financial Statements for the Financial Year ended 31st March, 2025.
FINANCIAL RESULTS
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Particulars
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(Figures in Rupees ‘000)
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For the year ended
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For the year ended
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31st March, 2025
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31st March, 2024
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Revenue from Operations
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—
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—
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Other Income
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1,373.57
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1,184.61
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Total Income
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1,373.57
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1,184.61
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Profit/(Loss) before Interest, Depreciation & Tax
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(6,097.12)
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(4,448.19)
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Finance Charges
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1.38
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—
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Depreciation
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204.69
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180.54
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Profit/ (Loss) before Tax
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(6,303.19)
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(4,628.73)
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Tax Expense
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(6,762.80)
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1,542.03
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Profit after Tax
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(13,065.99)
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(3,086.70)
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Other Comprehensive Income/(Loss) net of Tax
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16,089.82
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5,039.11
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Total Comprehensive Income/(Loss) for the Period
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3,023.83
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1,952.41
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DIVIDEND
To conserve the resources for the future business requirement, the Board of Directors do not recommend declaration of any
dividend for the year.
OPERATIONS
The Board of the Company is in the process of evaluating alternative business opportunities which the Company may
choose to enter into in the future.
TRANSFER TO RESERVE
The Board of the Company do not propose to transfer any amount to the General Reserve.
SHARE CAPITAL
The paid-up equity share capital as at March 31,2025 stood at Rs. 53,39,500/-. During the year under review, the Company
has not altered its share capital. It has not issued any shares including shares with differential voting rights nor has granted
stock options or sweat equity shares to any employee nor does it have any scheme to fund its employees to purchase the
shares of the Company. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.
HOLDING / SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
The Board of Directors has reviewed the affairs of the holding Company during the year namely New India Exports Private
Limited.
During the year under review, no company has ceased to be subsidiary or an associate company of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
During the year under review, the loss before tax is Rs. 6,303.19 thousand against a loss of Rs. 4,628.73 thousand in the
previous year.
The Company has currently invested its funds in fixed deposits while the Board continues to evaluate alternative business
opportunities. It remains debt-free and maintains adequate cash reserves to meet its strategic and operational requirements.
The Company follows a robust working capital management system, supported by a structured process that ensures
continuous monitoring and effective control over key financial parameters.
CHANGE IN NATURE OF THE BUSINESS OF THE COMPANY
There is no change in the nature of business of the Company.
INVESTMENT EDUCTION AND PROTECTON FUND (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend for the financial year ended
31st March, 2013, which remain unpaid or unclaimed for a period of 7 years from the respective date of transfer to the unpaid
dividend account of the Company have been transferred to the Investor Education & Protection Fund (IEPF).
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility do not apply to the
Company.
CORPORATE GOVERNANCE
The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation
and Disclosures Requirements) Regulations, 2015. The Company is committed to ensure compliance with all modification
within prescribed norms under Companies Act, 2013.
ANNUAL RETURN
The Annual Return of the Company as on March 31,2025 in Form MGT-7 in accordance with Section 92(3) of the Act read
with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.
bombaywireropes.com
DIRECTORS
Appointment of Directors
Shri Anurag Kanoria (DIN 00200630), Director, retires by rotation and being eligible, offers himself for reappointment.
A brief resume of Shri Anurag Kanoria, who is proposed to be reappointed, is provided in the Notice of the 64th Annual
General Meeting of the Company.
Mr. Ashok Kumar Maroo (DIN: 01876965), who was appointed by the Board of Directors as an Additional Director designated
as a Non-Executive Independent Director of the Company with effect from 21st January 2025, and who meets the criteria of
independence as specified under Section 149(6) of the Companies Act, 2013, the applicable Rules, and Regulation 16(1)
of the SEBI Listing Regulations, and has submitted a declaration to that effect, is hereby appointed as a Non-Executive
Independent Director of the Company to hold office for a term of five (5) consecutive years from 21st January 2025 to 20th
January 2030, not liable to retire by rotation, as approved by the shareholders through a Postal Ballot resolution passed on
Tuesday, 15th April 2025.
Policy on Appointment and Remuneration of Directors
Criteria for appointment of Independent Directors
With the coming into force of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration
Committee appoints independent directors who are of high integrity and with relevant expertise and experience so as to
have a diverse Board.
Criteria for appointment of Whole Time Directors
The Nomination and Remuneration Committee identifies persons of integrity who possess relevant expertise and experience
as well as leadership qualities for such position and takes into consideration recommendations, if any, received from any
member of the Board in this regard.
Declaration from Independent Directors
Each independent director has given a declaration that he/she meets the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and the Rules made thereunder and Regulation 16(1)(b) and other applicable
regulations, if any, of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has laid down the
criteria for evaluation of the performance of individual directors, the Board as a whole and also the secretarial department.
Based on the said criteria, the exercise of evaluation is carried out through a structured process covering various aspects of
the functioning of the Board such as the composition of the Board and Committees, experience & expertise, performance of
specific duties and obligations, governance & compliance issues, attendance, contribution at meetings etc. The performance
evaluation of the non-independent directors was carried out by an independent director at a separately convened meeting
in which the performance of the Board as a whole was also evaluated and the performance of the secretarial department
was also reviewed. The performance of the independent directors has been carried out by the entire Board (excluding the
director being evaluated).
DETAILS OF BOARD/COMMITTEE AND ITS MEETING
Seven (7) Board Meetings were convened and held during the year. There has not been any instance during the year where
a recommendation of the Audit Committee was not accepted by the Board. The interval between two meetings has been
within the maximum period mentioned under section 173 of the Companies Act, 2013. The aforesaid details are given in
“Annexure A”.
REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and
appointment of Board Members.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments if any covered under the provisions of Section 186 of the Companies Act, 2013
are given in the Notes to the Financial Statements.
DEPOSITS
The Company has not accepted any deposit during the financial period under review.
INSURANCE
The properties of the Company have been adequately insured.
HUMAN RESOURCES
The Company treats its human resources as an important asset and believes in its contribution to the all round growth of
your Company. Your Company takes steps from time to time to upgrade and enhance the quality of this asset and strives
to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment
policies. Your Company is confident that its human capital will effectively contribute to the long-term value enhancement of
the organization.
PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12) of the Companies Act, 2013, read with rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be
provided upon request in terms of section 136 of the Act. This Report is being sent to all the shareholders of the Company
and others entitled thereto excluding such information. The said information is available for inspection by the members at
the registered office of the Company during business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. Members interested in obtaining a copy thereof may write to the Company in this regard.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm’s length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. No material
related party transactions were entered into during the year by your Company. Accordingly, disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Details of the transactions with related parties are provided in Note no. 21.3 of the accompanying financial statements.
SEGMENT WISE RESULTS
Ind AS - 108 issued by the Institute of Chartered Accountants of India is not applicable to the Company.
RISK MANAGEMENT
Business risk evaluation and management is an ongoing process within the Company and an assessment of the same is
periodically carried out by the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator / Court which would impact the going concern status
of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT
There have been no material changes and commitments, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statement relate and the date of the report.
DIRECTORS’ RESPONSIBILITY STATEMENT
i) As stipulated under Section 134(3)(c) of the Companies Act, 2013, your directors confirm as under
ii) that in the preparation of the accounts for the financial year ended 31st March, 2025, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
that the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the loss of the Company for the year under review;
that the directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iii) that since presently there is no operation in the Company the financial statements are not prepared on a going concern
basis.
iv) that the directors have laid down internal financial controls which are adequate and were operating effectively.
v) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
AUDITORS
a. Statutory Auditors
M/s. Batliboi & Purohit, Chartered Accountants (Firm registration no. 101048W) were reappointed as Statutory Auditors
of the Company for a term of 5(five) consecutive years, who shall hold office from the conclusion of the 61st Annual
General Meeting till the conclusion of the 66th Annual General Meeting (to be held in calendar year 2027), on such
remuneration as may be decided by the Board of Directors of the Company on the recommendation of the Audit
Committee from time to time.
Further, the reports given by the Auditors M/s. Batliboi & Purohit, Chartered Accountants on the Standalone financial
statements of the Company for the year ended 31st March, 2025 form part of this Annual Report.
The Statutory Auditors Report for the Financial year ended 31st March, 2025 does not contain any qualifications,
reservations or adverse remarks on the financial statements of the Company.
The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the
Companies Act, 2013.
b. Cost Auditors
Cost Audit is not applicable to the Company for the financial year 2024-25 as per the provisions of section 148 of the
Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records
and Audit) Rules 2014 framed thereunder as well as the Cost Audit Orders issued from time to time.
c. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, Secretarial Audit Report is annexed herewith as Annexure
“B” to this report.
The Secretarial Auditor has qualified that the Company has not appointed Internal Auditor, required under Company’s
Act, 2013. The Management has responded that, presently, the Company’s Directors are looking after the affairs of the
Company. Since the Company does not have activities, the Company has not appointed Internal Auditor.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened
with new/revised standard operating procedures. The internal control system of the Company is commensurate with its size,
scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraise risks and
business processes besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same. The Company has a robust Management Information System
which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the
internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of
the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit
Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as Annexure “C” to this Report.
CODE OF CONDUCT
The Code has been prepared and is posted on the website of the Company. The Company believes in “Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to
counter such acts.
WHOLE TIME DIRECTOR AND CFO CERTIFICATION
The Certificate, as required under Regulation 17 (8) of the Listing Regulations, duly signed by the Whole Time Director and
Chief Financial Officer was placed before the Board, and the same is enclosed to this report and forms part of the Annual
Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY (WBP)
The WBP is in place and is posted on the website of the Company and deal with instance of fraud and mismanagement, if
any.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in
possession of unpublished price sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Compliance Officer is responsible for implementation of the Code.
The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors
and the designated employees have confirmed compliance with the Code.
STATEMENT PURSUANT TO UNIFORM LISTING AGREEMENT
The Company’s Equity shares are listed at Bombay Stock Exchange (BSE). The Annual listing fee for the year 2024-25 and
2025-26 has been paid.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been
set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year 2023-2024, no complaints were received by the Company in relation
to any incident of sexual harassment.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATS AS AT THE END OF THE
FINANCIAL YEAR.
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUATIONS
ALONG WITH THE REASONS THEREOF.
The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement
and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the
Institute of the Companies Secretaries of India.
ACKNOWLEDGEMENT
Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also
like to place on record their appreciation for the continued support received by the Company during the year from all its
other stakeholders.
Mumbai, 15th April, 2025 By Order of the Board of Directors
For BOMBAY WIRE ROPES LIMITED
Registered Office :
401/405, Jolly Bhavan No. 1
4th Floor, 10, New Marine Lines Raj Kumar Jhunjhunwala Dr. Anurag Kanoria
Mumbai - 400 020. Whole Time Director Director
CIN : L24110MH1961PLC011922 DIN No. 01527573 DIN No. 00200630
T: 91 22 2200 3231/4325
W: www.bombaywireropes.com
E: contactus@bombaywireropes.com
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