Directors’ Report

Dear Members,

Your Directors take great pleasure in presenting the 41st (Forty First) Annual Report together with Audited Annual
Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year
ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

2. FINANCIAL PERFORMANCE HIGHLIGHTS
& STATE OF COMPANY’S AFFAIRS

Your Company has achieved a gross total income of
Rs. 57,146.99 Lakh during the year on consolidated
basis as against Rs. 46,037.27Lakh in the previous
year. The profit before tax during the year on
consolidated basis was Rs. 7,512.22 Lakh as against
Rs. 4,574.34 Lakh in the previous year. The profit
after tax during the year on consolidated basis was
Rs. 5,448.17 Lakh as against Rs. 3,478.05 Lakh in the
previous year .

Your Company on standalone basis achieved a
gross income of Rs. 51,643.27 Lakh as against Rs.
41,872.55 Lakh in the previous financial year. The
profit before tax was Rs. 6,147.26 Lakh as against Rs.
4,522.71 Lakh in the previous year and profit after
tax was Rs. 4,414.65 Lakh as against Rs. 3,292.75
Lakh in the previous year.

Detailed financial statements of the Company along
with various financial ratios are available in the
Management Discussion & Analysis Report forming
part of this report.

There are no material changes or commitments
affecting the financial position of the Company which
has occurred between the end of financial year and
the date of Report.

3. SUBSIDIARY COMPANIES &

CONSOLIDATED FINANCIAL STATEMENTS

During the year a Scheme of Merger of Confident
Financial Consultancy Private Limited, Fairplan
Vintrade Private Limited, Nageshwar TradeLink
Private Limited, Narayan Dealcom Private Limited,
Perfect Investment Consultancy Private Limited,
Shri Hari Vincom Private Limited, Siddhi Vinayak
Commosales Private Limited and Sidhant Investment
Advisory Private Limited was approved by an order
dated March 23, 2023 by the Hon'ble National
Company Law Tribunal, Kolkata Branch (NCLT) with
effect from April 1, 2021, i.e. the appointed date. The
said Merger has been given effect to in the financial
statements as per pooling of interest method in
accordance with Appendix - C of IND AS 103 as
applicable for Business Combination of entities
under common control.

Post the merger, the Company has three (3)
subsidiaries as on 31st March, 2023. The
Consolidated Financial Statements of the Company
and its subsidiaries, prepared in accordance with
Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules,
2015 (‘Ind AS'), form part of the Annual Report and are
reflected in the Consolidated Financial Statements of
the Company. The Annual Financial Statements of the

subsidiaries and related detailed information will be
made available to Members seeking information at
any time. They are also available on the website of
the Company at www.bmwil.co.in.

Further a statement containing the salient
features of the financial statements of each of the
subsidiaries, associates in the prescribed format
Form AOC-1, forms part of the Annual Report and
marked as “Annexure-I”. The annual accounts of
the subsidiary companies will be made available to
the shareholders on request and will also be kept
for inspection by the shareholders at the registered
office of your Company.

4. DIVIDEND

Your Company has adopted a Dividend Distribution
Policy in accordance with the provisions of Regulation
43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter
referred to as ‘Listing Regulations'). The Policy, inter
alia, intends to ensure that a balanced and concise
decision is taken with regard to distribution of
dividend to the shareholders and retaining capital
to maintain a healthy growth of the Company and
lays down various parameters to be considered
by the Board before declaration/recommendation
of dividend to the members of the Company. The
Dividend Distribution Policy is available on the
website of the Company at www.bmwil.co.in

In line with the Policy and in recognition of the
financial performance during financial year 2022¬
23, your Directors had declared an interim
dividend of Re. 0.20 per equity share of Re.1/- during
the year amounting to Rs. 450.17 lakhs.

Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the shareholders effective
April 1, 2020 and the Company is required to deduct
tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

The Company has continued to balance the dual
objective of appropriately rewarding shareholders
through dividends and retaining profits in order to
maintain a healthy capital adequacy ratio to support
future growth.

5. TRANSFER OF UNCLAIMED / UNPAID
AMOUNTS TO THE INVESTOR EDUCATION
AND PROTECTION FUND:

In terms of Sections 124 and 125 of the Act read
with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”), the Company is required
to transfer the unpaid/unclaimed dividend amounts
which remained unclaimed for seven years from

the date of such transfer to the Investor Education
and Protection Fund (IEPF) set up by the Central
Government. Further, all shares in respect of which
dividend has not been paid or claimed for seven
consecutive years shall also be transferred by the
Company to the IEPF.

The details relating to unclaimed / unpaid amounts to
the investor education and protection fund has been
separately provided in the Corporate Governance
Report.

6. TRANSFER TO GENERAL RESERVE

The Board of Directors does not propose to transfer
any fund to the General Reserve.

7. SHARE CAPITAL

During the year, the Company has not issued any kind
of securities. The Company's paid-up share capital
continues to stand at Rs. 22,50,86,460 consisting of
22,50,86,460 equity shares of Rs.1 each as on 31st
March 2023. The Company's equity shares are listed
on BSE Limited (BSE) and Calcutta Stock Exchange
Limited (CSE).

8. DIRECTORS & KEY MANAGERIAL
PERSONNEL

(a) Re-appointments of Whole-time Directors

i. Whole-time Director - Mr. Ram Gopal Bansal
(Designated as Chairman)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Ram Gopal
Bansal as the Whole-Time Director of the
Company for a period of five years. Based
on the recommendation of the Nomination
and Remuneration Committee (NRC), the
Board of Directors, at its meeting held on
May 15, 2023, re-appointed Mr. Ram Gopal
Bansal who is 68 (Sixty-Eight) years old
and will attain the age of 70 (Seventy) years
in the year 2025, as Whole-time Director
for a period of 5 years from the expiry of
his present term of office. Additionally, the
Board at its meeting held on May 15, 2023,
approved the remuneration payable to
Mr. Ram Gopal Bansal, based on the NRC's
recommendations.

The re-appointment of Mr. Ram Gopal Bansal
and his remuneration is subject to approval
by the Company's shareholders, as per the
relevant provisions of the Companies Act,
2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

The Board considers Mr. Ram Gopal Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Whole-Time Director,
for a period of 5 years from the expiry of his
present term.

ii. Whole-time Director - Mr. Harsh Kumar
Bansal (Designated as Managing Director)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Harsh
Kumar Bansal as the Managing Director
of the Company for a period of five years.
Based on the recommendation of the
Nomination and Remuneration Committee
(NRC), the Board of Directors, at its meeting
held on May 15, 2023, re-appointed

Mr. Harsh Kumar Bansal, as Managing
Director for a period of 5 years from
the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Harsh Kumar Bansal, based
on the NRC's recommendations.

The re-appointment of Mr. Harsh Kumar
Bansal and his remuneration is subject to
approval by the Company's shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

The Board considers Mr. Harsh Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.

iii. Whole-time Director Mr. Vivek Kumar
Bansal (Designated as Managing Director)

The Members at the 36th Annual General
Meeting held on 27th September, 2018
approved the appointment of Mr. Vivek Kumar
Bansal as the Managing Director of the
Company for a period of five years. Based on
the recommendation of the Nomination and
Remuneration Committee (NRC), the Board
of Directors, at its meeting held on May 15,
2023, re-appointed Mr. Vivek Kumar Bansal,
as Managing Director for a period of 5 years
from the expiry of his present term of office.
Additionally, the Board at its meeting held on
May 15, 2023, approved the remuneration
payable to Mr. Vivek Kumar Bansal, based on
the NRC's recommendations.

The re-appointment of Mr. Vivek Kumar
Bansal and his remuneration is subject to
approval by the Company's shareholders, as
per the relevant provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations.

In accordance with the provisions of Section
152 of the Companies Act, 2013 and in terms
of Articles of Association of the Company,
Mr. Vivek Bansal (DIN: 000137120) shall
retire by rotation at the ensuing Annual
General Meeting and being eligible offers
himself for reappointment. The brief resume/
details of Mr. Vivek Kumar Bansal who is to
be appointed as director are furnished in the
Notice of the ensuing AGM.

The Board considers Mr. Vivek Kumar Bansal
experience and expertise to be beneficial to
the Company and therefore recommends
his re-appointment as Managing Director,
for a period of 5 years from the expiry of his
present term of office.

(b) Whole-time Key Managerial Personnel (KMP)

During the year under review and pursuant to
the provisions of Section 203 of the Companies
Act, 2013 Mr. Ram Gopal Bansal, Whole Time
Director, Mr. Harsh Kumar Bansal, Managing
Director, Mr. Vivek Kumar Bansal, Managing
Director, Mr. Abhishek Agarwal, CFO, and
Mr. Vikram Kapur, Company Secretary and
Compliance Officer are continuing to be the Key
Managerial Personnel of the Company.

None of the Directors of the Company are
disqualified as per section 164(2) of the
Companies Act, 2013 and rules made there
under. The Directors have also made necessary
disclosures to the extent as required under
provisions of section 184(1) as applicable.

9. BOARD EVALUATION

The Company has formulated a Policy for performance
evaluation of Independent Directors, Board
Committees and other Directors, by fixing certain
criteria, which was recommended by the Nomination
and Remuneration Committee and adopted by the
Board. The criteria for the evaluation include their
functioning as Members of Board or Committees
of the Directors included their contribution as
well as Board composition, effectiveness of Board
processes, information and functioning. The criteria
for committee functioning includes effectiveness
of committee meetings, performance review in
accordance roles and responsibilities assigned. The
criteria for evaluation of individual director included

their contribution and preparedness for the issues
discussed at the meetings, The Chairman was also
evaluated with respect to his role.

During the year under review, the Board carried out
annual evaluation in accordance with the above said
Policy and expressed satisfaction and contentment on
the performance of all the Directors, the Committees
and the Board as a whole. The evaluation mechanism
with parameters has been explicitly described in the
Corporate Governance Report.

10. DECLARATION BY INDEPENDENT
DIRECTORS

All Independent Directors of your Company have
given declarations that they meet the criteria of
independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. FAMILIARIZATION PROGRAMME

UNDERTAKEN FOR INDEPENDENT

DIRECTOR

In terms of Regulation 25(7) of the SEBI (LODR)
Regulations, 2015, your Company is required to
conduct Familiarization Programme for Independent
Directors (ID) to familiarize them about your
Company including nature of Industry in which your
company operates, business model, responsibilities
of the Ids etc. Further, pursuant to Regulation 46 of
the SEBI (LODR) Regulations, 2015, your Company
is required to disseminate on its website, details
of familiarization programmes imparted to the Ids
including the details of the same. During the year,
the Company has organized one familiarization
Programme of the Independent Directors. The details
of the familiarization programme of Independent
Directors are provided in the Corporate Governance
Report. The said policy is available on the website of
the Company at https://www.bmwil.co.in/corporate-
codes-and-policies/

12. REMUNERATION POLICY

The Board has on the recommendation of the
Nomination & Remuneration Committee adopted
the Remuneration Policy, which inter alia includes
policy for selection and appointment of Directors,
Key Managerial Personnel, Senior Management
Personnel and their remuneration. The remuneration
policy of the Company aims to attract, retain and
motivate qualified people at the Executive and at
the Board levels. The remuneration policy seeks
to employ people who not only fulfill the eligibility
criteria but also have the attributes needed to fit into
the corporate culture of the Company. The said policy

is available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

13. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors acknowledges the responsibility
for ensuring compliances with the provisions of
section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 and provisions of the SEBI
(LODR) Regulations, 2015 and in the preparation of
the annual accounts for the year ended 31st March,
2023 states that —

(a) in the preparation of the annual accounts, the
applicable Indian accounting standards have
been followed along with proper explanation
relating to material departures;

(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of the company at the end of the financial
year and of the loss of the company for the year;

(c) they have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the 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;

(e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively; and

(f) proper systems had been devised to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

14. THE BOARD OF DIRECTORS AND
COMMITTEE

(i) Board of Directors

The Board meets at regular intervals to discuss
and decide on business policy and strategy
apart from other Board business. However, in
case of special and urgent business need, the
Board's approval is taken by passing resolutions
through circulation, as permitted by law, which
are confirmed in the subsequent Board meeting.
During the year under review, nine Board
Meetings were convened the details of which
are given in the Corporate Governance Report.
The intervening gap between the Meetings

was within the period prescribed under the
Companies Act, 2013 as well as the SEBI (LODR)
Regulations, 2015.

(ii) Committees of the Board

The Board has constituted six Committees of
the Board to ensure proper focus on different
aspects of business. Board reviews the
functioning of these committees in normal course
of its functioning. The different committees of
the Board are Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social
Responsibility Committee, Risk Management
Committee and Finance Committee. These
committees work on areas specifically assigned
to them by the Companies Act, 2013 and such
other tasks as is assigned by the Board.

The details of Committees, their composition,
terms of reference, date of meetings and
attendance at the meeting have been furnished
in the Corporate Governance Report forming
part of this Annual Report. There has been no
instance where the Board has not accepted the
recommendations of the Audit Committee.

15. MANAGEMENT DISCUSSION & ANALYSIS
REPORT

The Management Discussion and Analysis Report
in compliance with Regulation 34(2) (e) of Listing
forms an integral part of this report and marked as
“Annexure- 2".

16. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the
financial position of your Company have occurred
between the end of the financial year of the Company
to which financial statements relates and the date of
this report.

17.SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR/COURTS/
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE

There were no significant and material orders
passed by the Regulators or Courts or Tribunals
during the year impacting the going concern status
and the operations of the Company in future.

18.INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term
Internal Financial Control (‘IFC') means the policies

and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies,
the safeguarding of its assets, the prevention and
early detection of frauds and errors, the accuracy
and completeness of the accounting records, and the
timely preparation of reliable financial information.

The Board is responsible for ensuring that internal
financial control is laid down in the Company and
that such controls are adequate and operating
effectively. The Company's internal control systems
commensurate with the nature of its business and
the size and complexity of its operations. These are
routinely tested and certified by Statutory as well as
Internal Auditors and cover all offices, factories and
key business areas of the company.

Internal Audit is conducted periodically and
the internal auditor monitors and evaluates the
efficiency and adequacy of internal control system
including internal financial control in the company.

Necessary certification by the Statutory Auditors in
relation to Internal Financial Control u/s 143(3)(i) of
the Act forms part of the Audit Report.

19.CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (CSR) Committee, in terms of provisions
of Section 135 of the Act read with Companies
(Corporate Social Responsibility Policy) Rules, 2014
inter alia to give directions and assistance to the
Board for leading the CSR initiatives of the Company.
The Committee formulates and reviews the CSR Plan
and also monitors the progress of the CSR activities.
The details of the Committee have been disclosed in
the Corporate Governance Report.

The Company has adopted a Corporate Social
Responsibility Policy in accordance with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 which can be accessed at https://www.
bmwil.co.in/corporate-codes-and-policies/

The Company has undertaken several projects
during the year 2022-23 in accordance with the
guidelines and has spent Rs. 79.71 lakhs towards
CSR activities. The projects have been continuously
monitored by the Board on a quarterly basis.

Since there was no unspent amount, the Company
was not required to transfer any amount to any
fund or separate bank account during the year, in
accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing details
of brief outline of the CSR Policy of the company and
the initiatives undertaken by the company during the

financial year ended 31st March, 2023, in accordance
with Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 is set out in
“Annexure-3” to this report.

20. PARTICULARS REGARDING CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO

The details required pursuant to the provisions of
Section 134 (3) (m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules ,
2014, relating to conservation of energy, technology
absorption and Foreign Exchange Earning and
outgo form part the Board's Report and marked as
“Annexure -4” .

21. AUDITORS

(i) STATUTORY AUDITORS

In accordance with Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors Rules) 2014, M/s. Lodha &
Co. Chartered Accountants (Firm Registration
Number 301051E) were re-appointed as
Statutory Auditors of the Company for a second
term till the conclusion of the 45th Annual
General meeting of the company to be held in the
year 2027.

The Statutory Auditor's Report on the Financial
Statement for the financial year ended 31st
March, 2023 forms part of this Annual Report.
The Auditor's Report is self-explanatory and does
not contain any qualification or reservations or
adverse remark or report of fraud.

(ii) COST AUDITORS

The Board of Directors of the Company
appointed M/s Sohan Lal Jalan & Associates,
Cost Accountants, (Firm Registration Number
000521) as Cost Auditors of the Company
for the financial year 2022-23 in accordance
with Section 148 of the Companies Act, 2013
read with the Companies (Cost Record & Audit)
Rules 2014 at a remuneration of Rs 1,00,000/-
plus applicable taxes and reimbursement of
out of pocket expenses. The remuneration is
required to be approved by the shareholders
at the ensuing Annual General Meeting and a
resolution to such effect is included in the notice
of Annual General Meeting.

(iii) 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 the
Company had appointed M/s MKB & Associates,
Company Secretaries (Firm Registration
Number (P2010WB042700) a firm of Company
Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial
year 2022--23. The Report of the Secretarial
Audit is annexed herewith as "Annexure- 5".

Observations of Secretarial Auditors:

During the period under review the Company
has generally complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above except that the Company
has delayed in disclosure of related party
transactions on consolidated basis for the half
year ended 30th September, 2022 within fifteen
days of the date of publication of unaudited
financial statements for the quarter ended
30th September, 2022 to the stock exchange as
required under Regulation 23(9) of Securities
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Management Reply:

The management took note of the delay of 1 days
which was inadvertent.

(iv) INTERNAL AUDITORS

S K AGARWAL & CO. Chartered Accountants LLP
was appointed by the Board of Directors as the
Internal Auditor of the Company for FY 2022-23.
The Report of the Internal Audit is placed before
Audit Committee and Board of Directors.

22.RELATED PARTY TRANSACTIONS

As required under the SEBI (LODR) Regulations, 2015,
related party transactions are placed before the
Audit Committee for approval. Wherever required,
prior approval of the Audit Committee is obtained
on an omnibus basis for continuous transactions
and the corresponding actual transactions become
a subject of review at subsequent Audit Committee
Meetings.

All the 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 in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 there were no materially
significant related party transaction which may have
conflict with interest of the company or which are
required to be reported in form AOC 2.

The Company has formulated a policy on related
party transactions for purpose of identification and

monitoring of such transactions. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

The details of related party transaction entered
during the year are provided in the notes of Financial
Statement.

23. ANNUAL RETURN FOR FY 2022-23

The Annual Return for FY 2022-23 as per provisions
of the Act and Rules thereto, is available on the
Company's website at https://www.bmwil.co.in/
annual-return/

24. PARTICULARS OF EMPLOYEES & RELATED
DISCLOSURES

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as "Annexure 6" and
forms part of the Report.

25. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has in place a Whistle Blower Policy
in compliance with the provisions of Section
177(9) of the Act and Regulation 22 of the Listing
Regulations. The Policy provides a framework to
promote responsible and secured reporting of
unethical behaviour, actual or suspected fraud,
violation of applicable laws and regulations, financial
irregularities, abuse of authority, etc. by Directors,
employees and the management. The said policy is
available on the website of the Company at https://
www.bmwil.co.in/corporate-codes-and-policies/

The Company endeavours to provide complete
protection to the Whistle Blowers against any unfair
practices. The Audit Committee oversees the genuine
concerns and grievances reported in conformity
with this Policy. It is affirmed that no personnel of
the Company has been denied access to the Audit
Committee and no case was reported under the
Policy during the year.

26. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements as set out
by SEBI. The Company has also implemented several
best corporate governance practices. The report on

Corporate Governance as stipulated under Schedule V
of the SEBI (LODR) Regulations, 2015 forms an integral
part of this report and marked as "Annexure- 7”.

As per the Regulation 34(3) read with Schedule
V of the Listing Regulations a separate section on
Corporate Governance Practice followed by the
Company together with a certificate from practicing
Company Secretary confirming compliance of
Corporate Governance as stipulated forms part of
the Annual Report.

Your Company has taken adequate steps for
strict compliance with the Corporate Governance
guidelines, as amended from time to time.

27. DEPOSITS

Your Company has neither accepted nor renewed
any deposits from public within the meaning of
Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposits) Rules, 2014
during the year.

28. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business
of the Company during the financial year ended 31st
March, 2023.

29. LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of
the Companies Act, 2013 are given in the notes to
the Financial Statements. There was no Loans &
advances in the nature of loans to firms & companies
in which directors are interested.

30. CODE OF CONDUCT

The declaration from Managing Director of the
Company in respect of compliance of Code of conduct
by the Board Members and Senior Management
personnel forms part of the Annual Report. The said
policy is available on the website of the Company
at https://www.bmwil.co.in/corporate-codes-and-
policies/

31. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of the
Company as required pursuant to the Regulation 34
(f) of the SEBI Listing Regulations, annexed herewith
and marked as "Annexure 8” forming part of this
report and the same is also available at Company's
website at www.bmwil.co.in.

32. CHIEF EXECUTIVE OFFICER (CEO)
/ CHIEF FINANCIAL OFFICER (CFO)
CERTIFICATION

As required under Regulation 17(8) of the SEBI
(LODR) Regulations, 2015, the CEO/CFO Report and
marked as “Annexure 9”

33. CERTIFICATE OF NON-DISQUALIFICATION
OF DIRECTORS

As per the Regulation 34(3) and Schedule V Para
C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a
certificate from practicing Company Secretary
confirming that none of the Directors on the Board
of the BMWIL for the Financial Year ending on 31st
March, 2022 have been debarred or disqualified
from being appointed or continuing as Directors of
companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such other
Statutory Authority and a copy thereof is contained
elsewhere in this Annual Report and marked as
“Annexure 10”

34. RISK MANAGEMENT POLICY

The Company has built a comprehensive risk
management framework that seeks to identify
all kinds of anticipated risks associated with the
business and to take remedial actions to minimise any
kind of adverse impact on the Company. The Company
understands that risk evaluation and risk mitigation
is an ongoing process within the organisation and
is fully committed to identify and mitigate the risks
in the business. The identification of risks is done at
strategic, business and operational levels and the
risk management process of the Company focuses
mainly on three elements, viz. (i) Risk Assessment; (ii)
Risk Management; (iii) Risk Monitoring.

The Company has formulated and implemented a
Risk Management policy in accordance with Listing
Regulations, to identify and monitor business risk
and assist in measures to control and mitigate such
risks.

The Audit Committee examines inherent and
unforeseen risks in accordance with the policy on
a periodical and ensures that mitigation plans are
executed with precision. The Board is also briefed
about the identified risks and mitigation plans
undertaken by basis the management at regular
intervals.

As on date, there are no risks which in the opinion of
the Board can threaten the existence of the Company.

The Company's policy on Risk Management are
available on the website of the Company at www.
bmwil.co.in.

35. HUMAN RESOURCES

Your company continues to enjoy cordial relationship
with its personnel at all levels and focusing on
attracting and retaining competent personnel and
providing a holistic environment where they get
opportunities to grow and realize their full potential.
Your company is committed to providing all its
employees with a healthy and safe work environment.

Your company is organizing training programs
wherever required for the employees concerned to
improve their skill. Employees are also encouraged to
participate in the seminars organized by the external
agencies related to the areas of their operations.

36. DISCLOSURE UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on Prevention, Prohibition, and Redressal of Sexual
Harassment at workplace as per the requirement
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013
(‘POSH Act') and Rules made thereunder. Executive
members of the Board of Directors of the Company
are authorized to redress complaints received
regarding sexual harassment. With the objective of
providing a safe working environment, all employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The said policy is available
on the website of the Company at https://www.bmwM.
co.in/corporate-codes-and-policies/

During the year under review, the Company received
no complaint and no complaint is pending as at the
end of the financial year.

37. COMPANY’S WEBSITE

The website of your Company www.bmwil.co.in, has
been designed to present the Company's businesses
up-front on the home page. The site carries a
comprehensive database of information including
the Financial Results of your Company, Shareholding
pattern, Director's & Corporate Profile, details of Board
Committees, Corporate Policies and business activities
of your Company. All the mandatory information and
disclosures as per the requirements of the Companies
Act, 2013 and Companies Rules 2014.

38.OTHER DISCLOSURES

During the year under the review:

i) There was no application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016, involving the Company; and

ii) The Company had not entered into any one¬
time settlement with any Bank or any Financial
Institution.

39.CAUTIONARY STATEMENT

Statements in these reports describing company's
projections statements, expectations and hopes are
forward looking. Though, these expectations etc. are
based on reasonable assumption, the actual results
might differ.

40.ACKNOWLEDGEMENTS

The Board of Directors wishes to express its
gratitude and record its sincere appreciation for the
commitment and dedicated efforts put in by all the
employees at all the levels during this challenging
period. Your Directors take this opportunity
to express their grateful appreciation for the
encouragement, co-operation and support received
by the Company from the local authorities, bankers,
customers, suppliers and business associates. The
directors are thankful to the esteemed shareholders
for their continued support and the confidence
reposed in the Company and its management.

For and on behalf of the Board

Sd/-

Ram Gopal Bansal

Place: Kolkata Chairman

Date: 15/05/2023 DIN: 00144159