AFFLUENCE

NOTICE

Notice is hereby given that the 37th (Thirty Seventh) Annual General Meeting of Members of Bansal Wire Industries Limited will be held as per the schedule given below, to transact the following businesses:-

Day:    Friday

Date:   September 30, 2022

Time: 4:00 P.M

Registered Office (Venue): F-3, Main Road, Shastri Nagar, Delhi-110052

Ordinary Business:

Item No. 1

Adoption of Audited Financial Statements

To receive, consider and adopt the standalone and consolidated Financial Statements of the Company for the financial year ended 31st March, 2022 and the Reports of the Board of Directors and the Auditors thereon.

Item No. 2

Declaration of Dividend

To declare a final dividend on 6% Redeemable Preference Shares for the financial year ended 31st March, 2022

Item No. 3

Re-Appointment of Smt. Anita Gupta, as a director

To appoint a Director in place of Smt. Anita Gupta (DIN 00255938), who retires by rotation and being eligible, offers herself for reappointment.

Item No. 4

Re-Appointment of Shri Subodh Kumar Agarwal, as a director

To appoint a Director in place of Shri Subodh Kumar Agarwal (DIN: 00265927), who retires by rotation and being eligible, offers himself for reappointment.

Special Business:

Item No. 5

Ratification of Remuneration of Cost Auditors

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the shareholders of the Company hereby ratifies the remuneration of Rs. 50,000.00 (Rupees Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to Ashish & Associates, Cost Accountants, Delhi (Firm Registration No. 103521), who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as the Cost Auditors of the Company, to conduct the audit of the cost records maintained by the Company for financial year 2022-2023.

Item No. 6

Appointment of Smt. Sonakshi Bansal as a Director

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), Smt. Sonakshi Bansal (DIN: 08301571), who was appointed as an Additional Director of the Company with effect from June 16,2022 by the Board of Directors of the Company pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, and being eligible, offer herself for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the candidature of Smt. Sonakshi Bansal for the office of Director, be and is hereby appointed with effect from the date of this Meeting as a Director of the Company, who shall be liable to retire by rotation.

Item No. 7

Appointment of Shri Umesh Kumar Gupta as a Director

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof, for the time being in force), Shri Umesh Kumar Gupta (DIN: 06579602), who was appointed as an Additional Director of the Company with effect from June 16, 2022 by the Board of Directors of the Company pursuant to Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting, and being eligible, offer himself for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member signifying his intention to propose the candidature of Shri Umesh Kumar Gupta for the office of Director, be and is hereby appointed with effect from the date of this Meeting as a Director of the Company, who shall be liable to retire by rotation.

By the Order of Board

For Bansal Wire Industries Limited                                                                                                                                                                                                                        

Arun Gupta                                                                                                     

Director                                                                                                         

DIN: 00255850                                                                                                      

Date: 02/09/2022

Place: Delhi

Notes: 

1.      A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on poll on his/her behalf and the proxy need not be a member of the company. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share Capital of Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours (Sunday is included in computation of 48 hours) before the commencement of the Meeting. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

2.    The Notice of AGM and Annual Report are being send to Members.

3.    The Register of Directors and Key Managerial Personnel and their shareholding and other statutory registers maintained as per Companies Act, will be available for inspection by the members at the AGM

4.    Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board resolution to the Company authorizing their representative to attend and vote on their behalf at the meeting.

Statement pursuant to Section 102(1) of the Companies Act, 2013, as amended (Act)

The following Statement sets out all material facts relating to Item No. 5, 6 & 7 mentioned in the accompanying Notice.

Item No. 5:

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to undertake the audit of its cost records for products covered under the Companies (Cost Records and Audit) Rules, 2014 to be conducted by a Cost Accountant in practice.

In compliance with the above, the Audit Committee of the Company at its meeting held on August 10, 2022 considered the appointment of Ashish & Associates, Cost Accountants, Delhi (Firm Registration No. 103521) as the Cost Auditors of the Company for FY 2022-2023. At the said meeting, the Audit Committee also considered the remuneration of Rs. 50,000.00 (Rupees Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to the Cost Auditors for financial year 2022-2023.

The Board, on the recommendation of the Audit Committee approved the appointment of Ashish & Associates, Cost Accountants, Delhi (Firm Registration No. 103521) as the Cost Auditors of the Company for the FY 2022-23. The Board, also on the recommendations of the Audit Committee approved the remuneration of Rs. 50,000.00 (Rupees Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to Cost Auditors for financial year 2022-2023.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board must be ratified by the Members of the Company.

The consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditor of the Company for the Financial Year ending March 31, 2023.

None of the Directors or/and Key Managerial Personnel of the Company, if any, and their relatives is/are is concerned or interested in the Resolution mentioned at Item No. 5 of the Notice.

The Board recommends the Resolution set forth in Item No. 5 for the approval of the Members.

Item No. 6:

The Board appointed Smt. Sonakshi Bansal (DIN: 08301571) as an Additional Director of the Company with effect from June 16, 2022, as per the provisions of 161 of the Companies Act, 2013 and Rules framed thereunder (the Act) read with Articles of Association of the Company who holds office upto the date of ensuing AGM.

As per section 152 of the Companies Act, 2013 Smt. Sonakshi Bansal has given her consent to act as a Director of the Company. Also, as per confirmation received from her, she is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

The Board of Directors in their meeting September 01, 2022 dated to appoint Smt. Sonakshi Bansal as director of the Company. The Board Recommend the resolution set forth in Item No. 6 for the appointment of the Members.

None of the Directors or/and Key Managerial Personnel, if any, and their relatives is/are of the Company or their respective relatives is concerned or interested in the Resolution mentioned at Item No. 6 of the Notice.

Item No. 7:

The Board appointed Shri Umesh Kumar Gupta (DIN: 06579602) as an Additional Director of the Company with effect from June 16, 2022, as per the provisions 161 of the Companies Act, 2013 and Rules framed thereunder (the Act) read with Articles of Association of the Company, who holds office upto the date of ensuing AGM.

As per section 152 of the Companies Act, 2013 Shri Umesh Kumar Gupta has given his consent to act as a Director of the Company. Also, as per confirmation received from his, he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

The Board of Directors in their meeting September 01, 2022 dated to appoint Shri Umesh Kumar Gupta as director of the Company. The Board Recommend the resolution set forth in Item No. 7 for the appointment of the Members.

None of the Directors or/and Key Managerial Personnel, if any, and their relatives is/are of the Company or their respective relatives is concerned or interested in the Resolution mentioned at Item No. 7 of the Notice.

By the Order of Board

For Bansal Wire Industries Limited                                                                                                                                                                                                                        

Arun Gupta                                                                                                     

Director                                                                                                         

DIN: 00255850                                                                                                      

Date: 02/09/2022

Place: Delhi

DIRECTORS REPORT

To

The Members,

Your Directors having pleasure in presenting the 37th Annual Report on the business and operations of Company along with the summary of standalone financial statements for the financial year ended March 31, 2022

1.    FINANCIAL  RESULTS

The Companys financial performance for the year ended March 31, 2022 is summarised below:

2.    RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

There has been no change in the business of the Company during the financial year ended 31st March, 2022. The highlights of the Companys performance are as under:-

The Company has earned Revenue from Operations of Rs 2,19,835.80 Lakh (Current Year) as compared to Rs. 1,47,708.83 Lakh (Previous Year) and other income of Rs. 627.52 Lakh (Current Year) as compared to Rs. 324.95 Lakh (Previous Year) and Net Profit of Rs. 5,832.24 Lakh (Current Year) as compared to Rs. 4,279.14 Lakh (Previous Year).

Your directors are putting their best efforts to further strengthen the overall working strategies of the company and are hopeful of good performance in year to come.

3.    TRANSFER TO RESERVES

There is no amount propose to be transfer to reserve for FY 2021-22.

4.    ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the website of the Company at https://www.bansalwire.com

5.    DIVIDEND

The Board of Directors recommend, for consideration of members final dividend @ 6% amounting to Rs. 1,68,000/- on 2,80,000 Preference Shares on the nominal value of Rs. 10/- per shares for financial year 2021-2022. Dividend on Preference Shares is subject to approval of members at the ensuing Annual General Meeting (AGM).

6.    CONSOLIDATED FINANCIAL STATEMENTS

Company doesnt have any subsidiary Company, Joint Venture or Associate Company so there is no need to prepare consolidated financial statement for the F. Y. 2021-22.

7.    DETAILS OF FRAUD REPORTED BY AUDITOR

The Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under the Companies Act 2013.

8.    CHANGE IN NATURE OF BUSINESS 

There was no significant changes in the nature of the business of the Company during the period under review.

9.    DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM

Directors

At the end of the financial year 2021-2022, the composition of Board of Directors was as follows:-

Key Managerial Personnel (KMP)

The provisions related to Key Managerial Personnels (KMP) as per section 2(51) and 203 of the Companies Act, 2013 are not applicable on the company.

Changes in composition of Board

There has been no changes in the composition of Board during the financial year 2021-2022.

Appointment of Directors retiring by rotation

Pursuant to Section 152(6) and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire in every AGM. Consequently, Smt. Anita Gupta and Shri Subodh Kumar Agarwal, directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in accordance with provisions of the Act. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) has recommended their re-appointment.

10.  AUDITORS' REPORT

Auditors' Report

Shanker Singal Associates, Chartered Accountants, Delhi (Firm Registration No. 007751N) have submitted their Audit Report along with financial statements of the company for the F.Y. 2021-2022, which forms part of Annual Report 2021-2022. The said report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Sumit Gupta & Associates Delhi (Certificate of Practice No.: 10542) Practicing Company Secretary to conduct the Secretarial Audit of the Company for year ended March 31, 2022. The Report of the Secretarial Auditor in prescribed form MR-3 is annexed alongwith to this report. The Secretarial Audit Report confirms that the Company has complied with all applicable provisions of the Act.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

Cost Audit Report

M/s SARK & Co., Cost Accountants, (Firm Registration No. 005113) has issued Cost Audit Report for the financial year 2021-22 in respect of the various products prescribed under Cost Audit Rules and there were no observations of the Cost Auditors in the Report issued by them for the financial year 2021-22 which call for any explanation from the Board of Directors.

11.  AUDITORS

     Statutory Auditors

Members of the Company at the AGM held on December 31, 2020, approved the appointment of Shanker Singal Associates, Chartered Accountants, Delhi (Firm Registration No. 007751N) as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 35th AGM held on December 31, 2020 until the conclusion of the 40th AGM of the Company to be held in the year 2025.

The statutory auditors have confirmed that they satisfy the independence and eligibility criteria required under the Act.

Secretarial Auditors

The Board of Directors of the Company, in compliance with Section 204 of the Companies Act 2013, M/s Sumit Gupta & Associates, Practicing Company Secretary, Delhi (Certificate of Practice No.: 10542) has been re-appointed to conduct the Secretarial Audit of the Company for financial year 2022-2023..

Cost Auditors

In terms of Section 148 of the Act, the Company is required to maintain cost records and to get its Cost Records audited by Cost Accountants. Cost records are prepared and maintained by the Company In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014.

.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of Ashish & Associates, Cost Accountants, Delhi (Firm Registration No. 103521) as the cost auditors of the Company for financial year 2022-2023.

Ashish & Associates, Cost Accountants, Delhi have vast experience in the field of cost audit and have been conducted the audit of the cost records for the past several years.

Accordingly, the Board on the recommendation of the Audit Committee has approved a remuneration of Rs. 50,000.00 (Rupees Fifty Thousand Only) (plus applicable taxes and reimbursement of out-of-pocket expenses) payable to the Cost Auditors for conducting cost audit of the Company for FY 2022-23. The same is to be placed for ratification of Members and forms part of the Notice of the agenda items of the ensuing AGM.

12.  NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2021-2022, 35 (Thirty Five) meetings of Board of Directors of the Company were held as under:

The maximum interval between any two Board Meetings did not exceeded 120 (One hundred and twenty) days.

The details of attendance of each Director at Board Meetings are as follows:

13.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans or provided any security and has not made any Investment in terms of the provisions of Section 186 of the Companies Act, 2013 during the year under review. However, the company has given guarantees with respect to loans taken by other body corporate. Particulars of guaranties given are as follows.

In favour of Bansal Aradhya Steel Private Limited Rs. 75 Crore.

14.  DEPOSITS

During the Financial Year 2021-22, Company has not accepted any deposits u/s 73 & 76 of Companies Act, 2013 and Rules made thereunder.

15.  SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

During the Financial Year 2021-22, no significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

16.  MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has not been any material change and commitments occurred during the financial year affecting financial position of the Company.

17.  SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

     The Company does not have any Subsidiary, Joint Venture and Associate Companies.

18.  SHARE CAPITAL

Authorised Share Capital

       The Authorised Share Capital of the Company as on 31st March, 2022 was Rs. 22,00,00,000. The breakup of Authorised Share Capital are as follows:

       Equity Share Capital:                                             Rs. 21,00,00,000

?SPAN>

       6% Redeemable Preference Share Capital          Rs. 1,00,00,000

?SPAN>

Changes in Authorised Share Capital

W.e.f. February 03, 2022 the Company has increased its authorized share capital from Rs. 6,00,00,000 (Rupees Six Crore Only) to Rs. 22,00,00,000 (Rupees Twenty Two Crore Only)  by addition of 1,60,00,000 (One Crore Sixty Lacs) Equity Shares of Rs. 10/-each amounting to Rs. 16,00,00,000 (Rupees Sixteen Crore Only) in the Existing Equity Share Capital.

Paid up Share Capital

       The Paid up Share Capital of the Company as on 31st March, 2022 was Rs. 9,38,38,850. The breakup of Paid up Share Capital are as follows:

       Equity Share Capital:                                             Rs. 91,038,850

       6% Redeemable Preference Share Capital          Rs. 28,00,000

Changes in Paid up Share Capital

W.e.f. February 23, 2022 the Company has increased its Paid up Share Capital from Rs. 3,25,05,350 (Rupees Three Crore Twenty Five Lacs Five Thousand Three Hundred Fifty Only) to Rs. 9,38,38,850 (Rupees Nine Crore Thirty Eight Lacs Thirty Eight Thousand Eight Hundred Fifty Only)  by addition of 61,33,350 (Sixty One Lacs Thirty Three Thousand Three Hundred Fifty) Equity Shares of Rs. 10/-each amounting to Rs. 6,13,33,500  (Rupees Six  Crore Thirteen Lacs Thirty Three Thousand Five Hundred Only) in the Existing Equity Share Capital

         RISK MANAGEMENT POLICY

The Company has a risk management policy which helped the Company in identifying the enterprise level risk along with mitigation strategies. The established Risk Management process focuses on ensuring that the risks are identified on a timely basis and are suitably mitigated.

19.  DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a Policy on Prevention of Sexual Harassment at the Workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 covering all employees, consultants, trainees, volunteers, third parties and/or visitors at all business units or functions of the Company, and its subsidiaries and/or its affiliated or group companies are also covered by the said policy. Adequate workshops and awareness program against sexual harassment are conducted across the organization.

During FY 2021-22, the Company did not receive any complaint related to sexual harassment.

20.  INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are regularly tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and other key business areas of operations. Any significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis. The Audit Committee, consisting of Independent Directors, reviews important issues raised by the Internal and Statutory Auditors and deliberates on the remediation measures. Further, the adequacy and effectiveness of the Company's internal controls is also reviewed by the Audit Committee along with monitoring of the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

The Audit Committee meets the Company's Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically.

The Audit Committee concluded that as on March 31, 2022, the internal financial controls were adequate and operating effectively.

21.  PARTICULARS OF EMPLOYEES AND REMUNERATION

Total expenditure on employees, who were in receipt of Remuneration of not less than Rs. 1,02,00,000/- Per Annum for the full year or Rs. 8,50,000/- Per Month Employed for part of year:1.26 Crore.

Details are as under:

                                                                                                                      (Rs, in Lacs)

22.  INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act that they meets the criteria of independence as laid out in Section 149(6) of the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

23.  TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 124 and 125 of the Act read with the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unclaimed amount or shares during the financial year that were required to be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government.

24.  AUDIT COMMITTEE

The Provisions of Section 177 of the Companies Act, 2013 relating to constitution of Audit Committee are applicable to the Company.

The Audit Committee consists of the following members

Shri Arun Gupta                                         Director

Shri Satish Prakash Aggarwal                   Director (Independent)

Shri Saurabh Goel                                     Director (Independent)

All the Members of the Committee possess strong accounting and financial management knowledge.

All the recommendations of the Audit Committee were accepted by the Board.

25.  NOMINATION AND REMUNERATION COMMITTEE

In pursuance of the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee, Company has constituted Nomination and Remuneration Committee.

26.  CORPORATE SOCIAL RESPONSIBILITY

CSR Policy

The objective of the Companys Corporate Social Responsibility (CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The salient features of the Policy on CSR activities is annexed to this Report (Annexure 1).

The CSR policy is also available on the Companys website at www.bansalwire.com.

Amount spent in Corporate Social Responsibility

In terms of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended ("CSR Rules") and in accordance with the CSR Policy, during the financial year 2021-22, Company has spent two percent of the average net profits of your Company during the three immediately preceding financial years.

During the financial year 2021-22, the Company spent ?82,20,000.00 against the CSR Liabilities of ? 81,09,770.61. The excess amount spent by the company during the financial year 2021-22 is Rs. 1,10,229.39 and which can be set off in the immediate succeeding 3 (three) financial years.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder, is annexed to this Report (Annexure 2).

Corporate Social Responsibility Committee

As per the provisions of section 135(1) of Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.  So Corporate Social Responsibility Committee has constituted in Bansal Wire Industries Limited.

The Composition of CSR Committee has mentioned in the Annual Report on CSR activities (Annexure 2).

27.  VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company encourages an open and transparent system of working and dealing amongst its stakeholders. In accordance with Section 177(9) of the Companies Act, 2013, Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns. Your Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistle Blowers (the Whistleblower Policy), which also encourages its employees and various stakeholders to bring to its notice any issue involving compromise/ violation of ethical norms, legal or regulatory provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimization of any kind. The details of Whistle Blower complaints/ concerns received, if any, and subsequent actions taken and the functioning of the Whistle Blower Mechanism is reviewed periodically by the Audit Committee.

The salient features of the vigil mechanism is annexed to this Report (Annexure 3).

The Whistle Blower Policy is also available on the Companys website at www.bansalwire.com.

28.  CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013  

All Related party transactions that were entered into during the financial year ended 31st March 2022 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of section 188(2) of the companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the company at large. Thus, disclosure in form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note No -33 to the Balance Sheet as on 31st March 2022.

29.  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 the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, are set out herein below:

Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processors, Machinery and other Capital Goods. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities

Foreign Exchange Earnings and Outgo

Earning in Foreign Currency                                                                          (Rs. In Lakh)

     Expenditure in Foreign Currency                                                                  (Rs. In Lakh)

30.  SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

31.  CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the Company under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the year 2021-2022.

32.  DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

 As Company has not done any one time settlement during the year under review hence     no disclosure is required.

33.  IMPACT OF COVID-19 PANDEMIC

The Companys operations and revenue were impacted during the previous year on account of disruption in economic activity due to COVID-19. The management believes that the overall impact of the pandemic is short term and temporary in nature and is not likely to have any significant impact on the recoverability of the carrying value of its assets and its future operations.

34.  DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a.    In the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;

b.    They have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 profit and loss of the Company for that period;

c.    They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance of the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d.    The have prepared the annual accounts on a going concern basis;

e.    They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f.     They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35.  ACKNOWLEDGMENT AND APPRECIATION

Your Directors place on record their deep appreciation to all its stakeholders including employees at all levels for their hard work, dedication and commitment, in particular during this unprecedented year. The enthusiasm and unstinting efforts of all the employees and workers have enabled the Company to maintain its position.

The Board places on record its appreciation for the support and cooperation your Company has been receiving from its suppliers, distributors, business partners and others associated with it as its trading partners.

Your Company looks upon them as partners in its progress. Your Directors also take this opportunity to thank and appreciate the efforts of Shareholders, Vendors, Banks, Government and Regulatory Authorities and look forward to their continued support.

By the Order of Board

For Bansal Wire Industries Limited                                                                                                                                                                                                                   

Arun Gupta                                                    Mayank Gupta                                                

Director                                                         Director                                                          

DIN: 00255850                                               DIN: 002454483                                                                           

Date: 02/09/2022

Place: Delhi

 [Annexure -2]

Annual Report on CSR

1. Brief outline on CSR Policy of the Company.

Bansal Wire Industries Limited is committed to sustainability and is guided by this belief and brought to life through the choices and investments we make: to protect our shared environment, and to always do our best to uplift our communities and pilgrimage. These beliefs are deeply embedded in our vision, mission and values as an organization. Company continuously seek to identify ways to broaden our commitments to CSR efforts and make progress on our goal of making our communities better today and in the future. Over the years we have strived to serve communities through various initiatives and programs, one of such CSR program being Skill Development wherein our endeavour is to train the youth and increase employability. The key focus areas for the Company are:

(a)   Promote employment enhancing vocational skills for employability of youth.

(b)   Promote education, improve healthcare and cultivate community development plans in the vicinity of our factories based on needs and priorities of the local communities.

(c)   Any other project or aid which the board considers suitable for the welfare of society or humanity at large, within the purview of Schedule VII (Section 135) or as authorized by Government.

2. Composition of CSR Committee:

As per the provisions of section 135(1) of Companies Act, 2013, every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director. The followings are the composition of CSR committee:

Shri Satish Prakash Aggarwal                Director (Independent)

Shri Arun Gupta                                     Director

Smt. Anita Gupta                                   Director

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company.

www.bansalwire.com.

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).

Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any  NIL   

6. Average net profit of the company as per section 135(5).     Rs.  40,54,88,530.33

7.   (a)     Two percent of average net profit of the company as per section 135(5)    Rs. 81,09,770.61

(b)    Surplus arising out of the CSR projects or programmes or activities of the previous financial years.                    NIL

(c)      Amount required to be set off for the financial year, if any    NIL

(d)      Total CSR obligation for the financial year (7a+7b-7c).     Rs. 81,09,770.61

8. (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads    NA

(e) Amount spent on Impact Assessment, if applicable         NA

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) Rs.82,20,000.00

(g) Excess amount for set off, if any

9. (a) Details of Unspent CSR amount for the preceding three financial years: NA

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):  NA

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year   NA

 (asset-wise details)

(a) Date of creation or acquisition of the capital asset(s).

(b) Amount of CSR spent for creation or acquisition of capital asset.

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).  NA

By the Order of Board

For Bansal Wire Industries Limited                                                                                                                                                                                                                   

Arun Gupta                                                    Mayank Gupta                                                

Director                                                         Director                                                          

DIN: 00255850                                               DIN: 002454483

ANNEXURE NO. 3 TO DIRECTORS REPORT

Bansal Wire Industries Limited

Vigil Mechanism Policy

1.    Introduction

Bansal Wire Industries Limited (hereafter referred to as BWIL or Company in this document) believes in promoting a fair, transparent, ethical and professional work environment. While the BWIL code of conduct defines the expectations from employees in terms of their integrity and professional conduct, the vigil mechanism defines the mechanism for reporting deviations from the standards defined in the code.

The Vigil mechanism is implemented not only as a safeguard to unethical practices. This mechanism is intended to provide mechanism for reporting genuine concerns or grievance and ensure that deviations from the Companys Business Conduct Manual and Values are dealt with in a fair and unbiased manner as provided in Section 177 (9) and (10) of the Companies Act, 2013 and the Companies Rules, 2014.

2.    Definitions

 Definitions of some of the key terms used in this mechanism are given below:

a.    Protected disclosure: Any communication made in good faith that discloses or demonstrates evidence of any fraud or unethical activity within the company.

b.    Whistle blower: An individual who makes a protected disclosure under this mechanism. This could be an Employee, Director, Vendor, Supplier, Dealer and Consultant, including Auditors and Advocates of BWIL.

c.    Audit Committee: An audit committee is an operating committee formed by the Board of

       Directors in accordance with Section 177 of the Companies Act 2013 and charged with

       oversight of financial reporting and disclosure.

d.    Board of Directors: A body of elected or appointed members who jointly oversee the activities of the company.

e.    Code of Conduct: A set of rule outlining the responsibilities of or proper practices for an individual, party or organization. In this case, it refers to BWILs Code of Conduct for Employees and BWILs Code of Conduct for Senior Management and Directors.

f.     Ethics Committee: Selected employees of the company who are authorized to receive

Whistle blower complaints internally or through a third party helpline.

g.    Investigators: Selected employees or third parties charged with conducting investigations to ascertain the creditability of such whistle blower complaints.

h.    Subject: means a person against whom, or in relation to whom a Protected Disclosure is made.

i.       

3.    Guiding principles of the vigil mechanism

  To ensure effective implementation of vigil mechanism, the company shall:

a.   Ensure protection of the whistle blower against victimization for the disclosures made by him/her.

b.   Ensure complete confidentiality of the whistle blower identity and the information provided by him/her.

c.   Ensure that the protected disclosure is acted upon within specified timeframes and no evidence is concealed or destroyed.

d.   Ensure that the investigation is conducted honestly, neutrally and in an unbiased manner.

e.   Ensure whistle blower would not get involved in conducting any investigative activities other than as instructed or requested by Ethics Committee or Chairman of the Audit Committee.

f.    Ensure the subject or other involved persons in relation with the protected disclosure be

given an opportunity to be heard.

g.    Ensure disciplinary actions are taken against anyone who conceals or destroys evidences related to protected disclosures made under this mechanism.

4.    Protection for whistle blower

a.    A whistle blower would be given the option to keep his/ her identity anonymous while reporting an incident on Ethics Helpline. The company will make no attempt to discover the identity of an anonymous whistle blower. If the whistle blowers identity becomes known during the course of the investigation, BWIL will ensure that the identity of the whistle blower will be kept anonymous and confidential to the extent possible, unless required by law or in legal proceedings.

b.    A whistle blower reporting issues related to sexual harassment, child labour, discrimination, violation of human rights would necessarily need to disclose their identity to enable effective investigation.

c.    Any other employee serving as witness or assisting in the said investigation would also

be protected to the same extent as the whistle blower.

d.    The Audit Committee and the Ethics Committee would safeguard the whistle blower from any adverse action. This includes discrimination, victimization, retaliation, demotion or adoption of any unfair employment practices.

e.    Protection under this mechanism would not mean protection from disciplinary action arising out of false allegations made by a whistle blower.

f.     A whistle blower may not be granted protection under this mechanism if he/she is subject of a separate complaint or allegations related to any misconduct.

g.    If a complainant believes that she or he have been treated adversely as a consequence of their use of the vigil mechanism can approach the Board of Directors of Bansal Wire Industries Limited in confidence.

5.    Coverage of the vigil mechanism

All employees, directors, vendors, suppliers, dealers and consultants, including auditors and

advocates who are associated with BWIL can raise concerns regarding malpractices and events which may negatively impact the company.

a.    Inaccuracy in maintaining the Companys books of account and financial records

b.    Financial misappropriation and fraud

c.    Procurement fraud

d.    Conflict of interest

e.    False expense reimbursements

f.     Misuse of company assets & resources

g.    Inappropriate sharing of company sensitive information

h.    Corruption & bribery

i.      Insider trading

j.      Unfair trade practices & anti-competitive behaviour

k.    Non-adherence to safety guidelines

l.      Sexual harassment

m.   Child labour

n.    Discrimination in any form

o.    Violation of human rights

All matters not covered under this mechanism can be reported directly to your one over manager or your Human Resources contact.

6.    Reporting mechanism

The whistle blowers are expected to speak up and bring forward the concerns or complaints

about issues listed under Section IV Coverage of the vigil mechanism. The Ethics Helpline is established for this purpose and the reporting channels which can be made available to the

whistle blower. The reporting channels are managed by an independent third party. Complainants will be provided a reference number for their complaint that can be used to provide any additional information or seek feedback or updates on actions taken by the company.

The Ethics Helpline will prepare the report based on the information provided by the whistle blower and will share the incident report with the Ethics Committee in next 2 business days. In case any member of the Ethics Committee is the subject of the complaint or have perceived conflict of interest, the incident report would be sent to the remaining members of the Ethics Committee.

Any member of the Ethics Committee, or any Board Committee formed to investigate any complaint who may have a perceived conflict will recuse themselves from further discussions

or meetings on the subject.

Complainants may also directly report concerns to any of the Ethics Committee members as

stated under this policy.

7.    Ethics committee

a.    BWIL has established an Ethics committee for managing the vigil mechanism..

b.    Ethics committee would be responsible to act on the incident reports received from the Ethics Helpline in unbiased manner.

c.    Ethics committee shall take necessary actions to maintain confidentiality within the organization on issues reported.

d.    Ethics committee will identify the resources who would conduct the investigation, based on the nature of the issue reported.

e.    Ethics committee would be responsible for recommending disciplinary or corrective action to the relevant board committee against the subject if investigation proves to be in favor of the allegations raised by the whistle blower.

8.    Investigation

a.    The investigation would be carried out to determine the authenticity of the allegations and for fact-finding process.

b.    The investigation team should not consist of any member with possible involvement in the said allegation.

c.    During the course of the investigation:

i  Ethics Committee will be given authority to take decisions related to the investigation.

ii. Any required information related to the scope of the allegation would be made available to the investigators.

d.    The findings of the investigation should be submitted to the Ethics committee by the investigator with all the supporting documents.

9.    Role of investigator

a.    A structured approach should be followed to ascertain the creditability of the charge.

b.    Ensure the confidentiality and secrecy of the issue reported and subject is maintained.

c.    Provide timely update to the Ethics Committee on the progress of the investigation.

d.    Ensure investigation is carried out in independent and unbiased manner.

e.    Document the entire approach of the investigation.

f.     Investigation Report including the approach of investigation should be submitted to the

Ethics Committee with all the documents in support of the observations.

10.   Maintaining secrecy and confidentiality

BWIL expects individuals involved in the review or investigation to maintain complete confidentiality. Disciplinary action may be initiated against anyone found not complying with the below:

a.    Maintain complete confidentiality and secrecy of the matter.

b.    The matter should not be discussed in social gatherings or with individuals who are not

involved in the review or investigation of the matter.

c.    The matter should only be discussed only to the extent or with the persons required for

the purpose of completing the investigation.

d.    Ensure confidentiality of documents reviewed during the investigation should be maintained.

e.    Ensure secrecy of the whistle blower, subject, protected disclosure, investigation team and witnesses assisting in the investigation should be maintained.

11.  Disqualifications

a. The complainant is not able to provide specific information that covers at least some of

the following points:

a.    Location of incident

b.    Timing of incident

c.    Personnel involved

d.    Specific evidence

e.    Frequency of issues

b. In case the complainant is unable to provide adequate information, the Ethics Committee reserves the right to not investigate the reported matter.

12.  Management decision

a.    Relevant board committee will take disciplinary or corrective action against the Subject as per the Companys disciplinary procedures and can also take legal action, if required.

b.    The decision of relevant board committee should be considered as final and no challenge against the decision would be entertained, unless additional information becomes available.

c.   In case of frivolous or false complaints, action may be taken against the complainant.

13.  Right to amendment

The Company holds the right to amend or modify the policy. Any amendment or modification of the policy would be done by an appropriate authority as mandated in law. The updated Vigil

mechanism would be shared with the employees, suppliers and vendors thereafter.

Appendix A: Reporting channels

S.

The Chairman of the Audit Committee can be reached at info@bansalwire.com

As given in Director’s Report attached.   

As given in Director’s Report attached.     

As given in Director’s Report attached.     

As given in Director’s Report attached.     

As given in Director’s Report attached.   

As given in Director’s Report attached.