Vour Llirmrlnrs hereby present the Annual Hepnrt nfynusr Pnmpany for the³ flttHlfcial

yea r c nded 31S L M arch. 202 4.

FINANCIAL RESULTS

The financial pertbrmantt of your Company (bribe year ended 31st March, 2024 is summarised
below:

Rsin *00

2. DIVIDEND:

In view of ace emulated loss, your Directors regret their bnability to recommend any dividend,

i OVERVIEW OF COMPANY'S FIN ANCXA1 PERFORMANCE;

With the Repeal of SICA, gltrtng way to NCLT, the company is no more subject Co restrictive
provisions of SICA As such the scheme of rehabilitation nf the company which was under
consideration of IS 11'FI lias now become abundant The management is now exploring tire
possibilities to enter into new product line

Whatever revival steps were planned sy far had heenme infruciunus due Lu financial

constraint. Orneeding prolonged closure of the unit, your directors have nothing to inform
under this head.

4, SHARR CAPITAL

There is no Lharige In l In* Author bed , issued . Subscribed & paid up capita] of the company during
the year under review.

!L DISCLOSURES

Related Parry Transactions including those covered u/s ltJW {1} of Companies
Aet,2013

Thu related party imnsariiori; during 1 he year within ihe meaning of Section 18R [1) of
Companies Ajct,20I3 liave been disclosed in Amiexure C to die board's Report in form
AOC-2, The Company has formulated a Polity on materiality of Related Party Transactions
while dealing In Related Party Transactions, in accordance with relevant provis-forr* of
Companies Act 2013 and Clause 49 of the erstwhile Listing Agreement and fegulatforti^
of SEttl [Listing Obligations ft Disclosure requirements ) Regulations , lhi5 though the
said regulation is not applicable to die company irk view of exemption allowed under
Regulation 15 [21.

6. INVESTOR EDUCATION AND PROTECTION FUND

Company's operations resuspended for last lEytearc-J&amount of unpaid dividends and
shares are pending tor transfer to the above imul. [n view of financial constraint die
com puny did not declare any dividend .

7. MATERIA!. CHANGES AFFECTING THE COMPANY

Thera is fin materiai changes during the year under review which has affecting die

company.

8. SEX HA I. HARRA5MENT

Not applicable ns there is no Women employee in die Company.

S,AUDIT COMMITTEE

The Audit Committee was constituted on 31* fonuary „ 20(11. the functioning nfthu Audit
Committee is governed by a charter duly approved by board which is in line with the
provision of section 177 of the Conn paries Act, 2 ill 3 and other applies ble regul a ta ions.

The rob of the Au d 11 Co i n m ittee in clu des the fo LLowing:

J. Oversight ol the company's financial reporting process and disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.

2, Recommendation for appointment , re-appointment . term* of appointment /
Tea pp oi ntm ent a nd, i f req ui red , th e p lacement o r remova I o f the stat utory and ito r and the
fixation of and it fees/'remuneration.

3, Approval of Payment to statutory Auditors for any other services rendered by Statutory
Auditors,

4, Reviewing . with the management, the annual financial statements before submission to
the hoard for approval, with particular reference to :

Ý Milters retfulred to be inctuded in ihe directors responsibility statement to be
included tn the boards report In terms of sub - section |El] of section 134 of tire
companies Act, lit) 13.

- Changes , if any , In accounting policies a rid practices and reasons liar the same .

• Major accounting entries involving estimates based on the exercise of judgement
by the Management,

Ý Significant adjustments made in the financial statements arising out of audit
findings.

- Compliance with listing and other legal require me irts relating to financial
statements.

• Disclosure of a ny Re lated parly tra nsact i o ns,

• Qualifications In the draft Audit Report

5. Reviewing with the management , the quarterly financial statements , before
submission to the board for approval.

fi. Reviewing with the management. the statement of used application of binds raised
through an issue [public issue. right issue, preferential issue, etc.), tha statement of funds
utilized for purposes other than those staled m the offer document/ pros poet us/nni ice
and die report submitted by tlie monitoring agency monitoring the utilization of the
proceeds of a public or rights issue,, and malting appropriate recommendation to the
board to take up steps in this matter.

7. Evaluation uf Internal financial controls amt ns k management system,

ti. Reviewing . with the management, performance of statutory' and internal auditor and
adequacy of the internal cuntrol systems.

9. Reviewing the adequacy of Internal audit function , if any including the st ruc-iu re of the
internal audit department. staffing and seniority of die official heeding: die department.
reporting structure coverage and frequency of internal audn.

10. Discussi on wit li i n te rnal a uditors any sigmhc mice ii ndi ngs a n d fo llow up s there on.

11. Reviewing the findings of any lute rnal investigations by the internal auditors in tn
matters where there is suspected fraud or irregularity ur a failure of internal control
systems of a material nature and reporting matter to the hoard!

13. Discussion with Statutory auditors before the audit commences , about the nature and
s cope of a udi L as wcl I as post a ndi t c&scu ssion to a see rta i n any area of con corn.

13. To look In to the reason f&r substantial defaults In payment to (h« depositors,
debenture holders, shareholders [ in case of non payment of declared dividends) and
creditors.

14. to review the function of Whistle - Blower mechanism

15. Approval of appointment of CFO fi.e. the whole time finance director or any other
person heading the finance function or discharging that function } after assessing the
qualifications, experience and background etc. of the candidate.

16. tarrying uiu any otbtr function as t:i-enLiojLucl In the terms- ui reference tjf the audit
committee.

17 Review and monitor the auditor's independence , performance and eflictiveness of
audit process*

113. Approval or arty su hsfciiient modification of transact ions of the company with related
parties.

1^£). Scrutiny of Infer - corporate loans and investments,

70. Valuation pf undertakings hr asset of the company wherever It is necessary.

Tke AuditCcminutteu Isempqweraltdi

* Investigate tiny activity within its terms oi reference .arid to seek any information it
requires from .any employee.,

* Obtain legal [>r oilier advice from Independent professional and Secure the
attendance Ilf outsider with relevant experien^ and expert inn, wherever
considered necessary.

Audit Committee is mandate to tevtcw Ý

- Management discuss inn and analysis of financial conditions and result of o pa ratio ns.
Statement of significant related party transaction (ns define by the Audit Committee] ,
Suhmlttcdby Management.

• Management letters/feittrs ^r)[~ interns] control wreaknevs issued hy th« statutory
auditnrs-

• Internal Audit Reports relating to interna) conti'ul weakness.

i Appointment. removal and terms of remuneration of the chief internal audito]',

The audit commit lee is comprised of three independent directors. Company Secretary &
Compliance officer is Lfic secretary of the audit committee. The committee is chaired by Shri
Malay Sunguptu. The committee met FOUR times during the year cndeii 22.Dri.2023, LB, cm
17.013.2023, 14.11.7GZ3, and 10.03.2074.

Attendance of members at the meeting of Audit Committee held during the Financial year
ended 3I.LW.2024 Were aS under i-

The Chairman of tho audit Committee was present at the last AGM held on 15.og.2023.

Each member of (he Ami it commit lee Is an independent director on the bate of this report
, according to the definition laid down in Regulation 18 ofSRBI ( Listing Obligation and
Disclosure Requirements Regulation 2UI.& and erstwhile clauses 4V of the listing
agreement with the relevant stock eschanges.

The management is responsible for the company's internal controls anti financial report
process. The Independent auditors are responsible Tor performing an independent audit of
the company's financial statements in accordance with the iudial GAAP and for issuing a
report thereon . The (Committee is responsible for overseeing the processes related to
financial reporting and in fori nation dissemination.

In this regard „ the committee discussed with Ihe company's statu lory Auditors the overall
scope for their audit and reviewed the independence , performance and effectiveness of
audit process. The committee also discussed the result of examinations made by internal
auditors, there evaluation of the company’s Interna] financial controls and the overall
quality of financial reporting. 'ITie management also presented to the committee the
company's financial statements and also represented that The Company's financial
statements had been drawn In accordance with the Indian GAAP.

based on review and discussions conducted with the management and the independent
Auditors , The mid it ei>m mitten believes that the company's financial statements are fairly
presented in conformity with Indian GAAP in all material aspects¹,

The Committee has also reviewed statement of eontingent liabilities _r management
discussion and analysis, risk assessment and minimization procedure . directors
responsibility statement, finer da I result and draft suulit/limited review reports thereon,
compliances relying to financial statements end draft audit reports . approved [ including
modification, if any] Related pat ty transactions and scrutinized inter coiporate loans of
th e co mpa ny„. tiur i ng t he yea r, the comm i ttee ais o eva In a ted th e i n te rnal fi na n rial control
& risks management system of the company and reviewed its responsibilities as per
various applicable provisions of companies act 2013 and listing agreement, further the
committee affirms that in exercise of power conferred by the policy Under Whistle- Blower
PoiLcy/Vigl! Mechanism, no personnel hod lodge any complain to the audit committee.

In conclusion , the committed Is sufficiently satisfied that it has compiled with the
responsibility es outlined in the audit committee's responsibility stetement

Malay Senguptu

Place: KoEkafc* Chairman

Date ; 29.05,2024 Audit Committee

10. Disclosures by Senior Management & Key Managerial Personnel

The Senior Management Persopifiel make disclosures to the Hoard periodically regarding:

Their dealing in the Company's shares if any; an¹I all material financial and rommeitiel
a.nd other transactions with the company if any.

wlmre they' have personal interest¹ stating that ih« said dealings and transaction¹. if any,
had nn pnt«nt jal con fli-ct with the interest of the Company at large.

The material, financial and commercial transact in ns where Key Managerial Personnel have
personal interest forms part of the disclosure cm related ponies referred to in Notes m
Annual Accounts, which itias re ported to the Board of Directors.

11. Disclosure of accounting treatment in preparation of firm tic hi I statements

The Company has implemented the applicable accounting standards ,is notified under the
Companies (Indian Accounting Standards} Rules HO IS as specified m section 133 of the
Companies Act, 2013 read with relevant issues there under m preparation of its financial
statements except for two treatments reasons there - of have been explained in Note 24
and 29 of the financial statements,

12. Details of non-compliance by the Company

BWL has generally complied with all the requirements of regulatory authorities¹ No
penalties/ strictures were imposed on the Company by Stock Exchanges or ShEll or any
Etatutoty Authority on any matter related to capital market during hist throe years.

13. Co do Fur Prove n tiun uf [usldcr-Tmd i ng Pradices

In compliance with the HKBl regulations for Insider Trading and the provisions of
Companies Art, 2913, the Company has in place a comprehensive Code of Conduct for
Prevent!-on of insider Trading, fur its management and staff. The Code lays down
guidelines advising thorn nn procedures to be followed and disclosures to he made while
dealing with the shares of RWI„ and Cautioning them of the Consequences of violations.

The Company Secretary has been appointed as die Compliance Officer,

The Company has also formulated? Code of Conduct for Prevention of Insider Trading and
a Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive
Information In accordance with SEB1 [Prohibition of Insider Trading) Regulations, 201 5.
which has been affective from 1 f>th May, 2015,

14,Whistle-Mower Policy j Vigil Mechanism

BWL has established a forum to which Directors, employees, business associates may
report unethical behavior, malprartir.es. wrongful conduct, fraud, violation of Company's
code of conduct without fear of reprisal through direct touch initiative. All Directors,
employees, business associates have been enabled to have direct access to the (ih airman
of the Audit Committee, the forum of Dus has been named Direct Touch team .The
Wilis Li e-R I owe r I'ruLecLlun Pulley aims to:

. Build ;tnd p treriRt hL=n 3 culture oF transparency arid trust-
Ý Provide protection against victimization.

The Audit hI u rn.ni I Lite periodically neVifilWt flhe existence and fUJKtltmlng of the mu rha n i s m.

Il reviews the SLateis; (jF comp I unite tvnjeived under this pal icy un j quarterly bads. Thu
Committee has. in its Repart, affirmed that no person has been denied access to the Audit
Committee.

IS. G:U/ LRU tcnil'll atom

The CEO and CFO certification on the financial statements and the cash, flow statement for
I he year is pi aced at t h e end of this itepo rt,

Ifi. Legal Curnpli aiiLT Report in g

The Board o( Directors reviews in detail, on a quarterly basis, th.e report of compliance
with respect tu alt uppLimbLe laws and regulations, Any lutti-^cbmplianct! Is Liken up by the
Round with utmost business fixation OF uCCuUntubillty and reporting of steps taken Fur
rectification of non-compliance,

17. PUBLIC DEPOSIT: Nut applicable as company has not taken uny such deposits.

11). DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP}

During the year under review Miss Santorshree Bhattadlnrya Independent Director resign
fnyn the Board due to personal ground. Ms Amitn Salia has appointed os Additional
1) i rortor rill the co ndusion of the e n su ri ng A n nua I gene ra I meoti ng.

There is no change in KMR.

19. BUSINESS RESPONSIBILITY' REPORT

Not Applicable

20. INDUSTRIAL RELATION:

Industrial relations remained more or less curdiai during the yea t

2 I. DISCLOSURE RELATING TO kEMBNERA l ll>N OF DIRECTOR*, KliV
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Please refer Annomirc (AJ to this Report.

22. ANNUAL EVALUATION OF BOARD'S PERFORMANCE:

The Bn ami of Directors upnn re comm end at ion of NotnlimUaji a.nd Renm mention
Committee has Jdid down the criteria for performance evaluation of board efflw Company,
its Lon] mitt ees and the Individual board members, in tin ding I nde pendent Directors.

Performance of each independent Director is sullied to evaluation by tile entire Heard,
excluding the Director being evaluated.

Performance evaluation by the Board In terms of criteria laid down is the determining
factor of extending, continuing, discontinuing and revtskmfng terms of appointment of a
director after expiry of his term.

2 i NUMBER OK MEETINGS OK THE BllAUD

£ fi’ive) meetings Jia ve been lie Id during the F¥ 24J23-24.

24. DECLARATION OF INDEPENDENCE

Tour Company has received declarations from oil the independent Directors confirming
that lliey muvL thf elite rift of independence as prescribed under the provisions of
Companies Act, 2013 read with tbe Schedules and Rolen issued there under as well a?
Clouse 4⁽) of the earst- while Listing Agreement.

25. DIRECTORS' RESPONSffiOJTV ST ATEMENT

pursuant lo Section 134(3) (c] oftite (jbmpanics Act 2013. the Directors eon 11 rm that:
in the preparation of the a op tie] accounts for the financial Year ended 31*¹ March, 202-1 .the
applicable Indian Accounting Standards and Schedule III of the Companies Act, 2D 13, have been
followed.;

;a) the Directors have selected such accounting policies and applied them consistently
and made Judgments and estimates that are re a scalable and prudent so as to give a
t ru a and fai r vi ew of t he st a te of affairs of yo ur Compa ny as a t 31 st Ma neh, 2 02 4 a nd
of the profit and loss of the Company for the financial year ended 31st March,
2t>24;

\ z i p roper and s ufficlent care h ns been taken for the ma in tenon te o f ad et) an te accou nti ng
records in accordance with the provisions of the Companies Act, 2-013 for
safeguarding tbe assets of the Company and for praventltig and detecting fraud and
0tlier irregularities;

the annual accounts havo been prepared or a 'going concern’ basis;

;d) proper Internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

(Ý) Proper systems to ensure compliance with the provision,¹; uF all applicable laws were
in place and that such systems were adequate and operating effectively.

2f>. AUDITORS AMD AUDITOR'S REPORT:

Statutory Auditor;

The observations of the Auditor* when read with the corresponding reference In Notes on
Accounts will be found self explanatory.

Secretarial Audit:

TS Ms. So pi 3 Siilu, Company Secretaiy has conducted the Secretarial A iiili i ut ymir
Company for the year 2023-24. The Secretarial Audit Report is annexed herewith as
"Arnexure - |R|“ ^l[J this Repo it. The observations of the Auditors and further comments
thereon will be found self explanatory.

2T. ANNUAL RETURN:

This is available in the company's wthslte. [ wWw.Bhllaivriare.coin)

28. RELATED PARTY TRANSACTIONS:

The details of related party transactions as required under Ind AS 24 are set out in Note 21
tuthe Financial State [pent forming part of this Annual Report.

Tbs Form ADC 2 pursuant to Section 124 (2) (h) of the Companies Act. 2013 read with
Rule 8 {2} of the Companies [Accounts) Rules, 2011 is set out as Arirtexure (C) to this
Report

28. LOANS AND INVESTMENTS:

Not applicable,

30. RISK MANAGEMENT:

The Risk Management Committee constituted cm tS^¹ August.201.5 and the role of the
committee Is a*under:

1 Preparation of Risk Management Plan, reviewing and monitoring the .same mi regular
basis.

2 To 11 pd a t e Risk I) eg is ter on qua rle rty basis,

1 To review appropriateness of risk factors identified by management

?. To take cognizance of Interna! and extraneous situation In domestic and global
context with prosperity to aggravate risk factors.

5 To review critical risks identified by Joint Chief Risk tUTicer[s] and Management
Committee cm quarterly' basis.

?. To report key changes in critical risks to the Hoard on quarterly basis.

7. To report critical risks to Audit Committee in detail on yearly basis.

3 To perform such otheT functions related to risk scenario as may he deemed or

pit'scrihed fit by the Enard

31. CORPORATE SOCIAL RESPONSIBILITY:

Not applicable.

32. CONSERVATION UP ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUT GOl

I'le-ivo r^fer AnneXure ([>] to lliis Report,

32. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS:

Nil

33. Details in respect of adequacy of interna I financial control (IFF) with reference to
the financial statements ( Rule ft (5) [vjiij of Companies {Accounts] Rules , 2n[4-

Despite meager activity level due to prolonged suspension of work IFC mechanism is
sound enough to ensure true and fairness of financial statement:-, in limited context of
Co mpa n/s tu n rt I nil ing .

Details of control mechanism in existence in dude :

s) Periodic physical verification of Fixed Assets and comparison there of with book
records at least once in a year :

o> Periodic physical verification of inventories at least once in n year and comparison
t litre Of with book records.

c) Quarterly physical verification of cash

d) Keeping Bank Reconciliation statement up to date on monthly basis
*1 Keeping accounts up to date on regular basis

fl Timely payment of all statutory dues without default

Regular assessment of Risk factors on possible crystallizatldn of liabilities under
dispute hy way uf consultation with concerned legal Partitioned

f-.;. Restricting issuance of Cheque under joint authority of wliule Time Director and CFO .

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

Ensuring proper Security arrangement for safe Ý guarding the assets and regular
inspection by WTD (also a qualified engineer) of Assets to take measure against
possible deterioration in their operability,

' I'v ne that co ntrol mat ri v'-s coul d n ot be d eveioped to p!u g eveiy I oo p ho I es
Which is attributed to dismal financial sUmdlDgtffth^ company Including -
restriction on Usability of available fund as well imposed by authorities.

'<> Gearing up financial control through cost curtailment measure.

Self evolution nf Board including it's Committee ami Individual members section ( 134
{3) | H] of Coin panies Act, 2013 )

Being under prolonged closure .lime is not ripe to ass ess performance of overall Board or
any Committee of Board or any individual member of Board except for affort of
management to overcome present impasse arising due to pending derision from BIRR,
the progress ef proceedings at Lho end of directorate being observed miserably slow and
finally w.e.f 01/12/ 2Q1ti SICA has been repealed and Insolvency and Bankruptcy Code,
2d Lb has been introduced. As per new enactment a company in respect of which such
appeal or reference or enquiry stand abated may make reference to Company Law
Tribunal under the insolvency and bankruptcy Code, 20lb wnthin one hundred and eighty
days from Lb a commencement of the Code in accordance with the provision of the Code Le
default in payments of financial debt or operation dcht. As your Company has no financial
debt or tin disputed operational debt . as such not covered under the Code.

34. The evolution exercise had been predominantly restricted to adherences' of statutory
compliances',

a] Hoard sat and took lip issues in due cognigence of statutory requirement and other
utilitarian eonsidorations without default or negligence.

b) Each committee of the Board performed duties entrusted to each by Board , listing
obligationjand Companies Act201.1 and no deficiencies, is prime facie noticeable in
their functioning.

d Each of independent members of the Board did their best to assist Board in
performance of it's duties and responsibilities according to exigency of situation -
legal and practical,

Bach Whole Time Director did their best to perturm responsibilities conferred on them in
executive capacity as Well as member of the Board.

35. Risk Management Policy - Development &. identification of Bisk that may Jeopardize
Company's existence (1340] [NJ )

s) Slalutury Liabilities in dispute as refereed to In financial statement:

Legal opinions are in favour of practically absence of any Risk cm account of vexatious
grounds of raising of demands by the directorate. As such some do not deserve to be
reckoned as genuine in risk factor as porn pinion, of the management.

b) Comprehensive Business Continuity han ((CBCP) and Disaster Recovery Plait .

i> IB CP

True that due to prulung closure . market contract has suffered Co some extend .
However years old track record of the Company read with absence of not many
similar Unit coming up within interim period establishing the company's market in
terms of it's former- self is likely to meet any serious challenge,

However foundation of such plan in comprehensive contest is awaited

[ft HEP

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

Mot withstanding absence of any definite remedy plan on aforesaid risk predicaments
die company is trying to save it's enisling fund base adjust with new dispensation in
days ahead.

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

Your Ginectors express their appreciation for support extended by the employees,
customers, vendors and other agencies. The members wish to place on record their sincere
appreciation for the wise council, guidance and cooperation extended, hy all .The Rnard
express as thanks and gratitude to share holders for their continued confidence reposed
on the management.

For and on behalfof the Board
Sunil Khetawal
Managing director & CEO

Place : Kolkata

1^:29.05.2024

1

Allow and encourage stakeholders to bring to the management notice concerns about
unethical behavior, (na I practice, wrongful conduct, actual or suspected fraud or
violation frf policies,

- [insure timely and consistent organizational response,