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Bhilwara Spinners Ltd.

BSE: 514272 Sector: Industrials
NSE: N.A. ISIN Code: INE436C01014
BSE LIVE 15:15 | 15 Dec 9.25 -0.45
(-4.64%)
OPEN

10.15

HIGH

10.15

LOW

9.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 10.15
PREVIOUS CLOSE 9.70
VOLUME 60
52-Week high 10.89
52-Week low 6.51
P/E 154.17
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.25
Sell Qty 150.00
OPEN 10.15
CLOSE 9.70
VOLUME 60
52-Week high 10.89
52-Week low 6.51
P/E 154.17
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.25
Sell Qty 150.00

Bhilwara Spinners Ltd. (BHILWARASPINNER) - Director Report

Company director report

To The Members

The Directors of your Company have pleasure in presenting their 36th AnnualReport along with audited annual statements of Accounts for the financial year ended on 31stMarch 2017

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Previous
Year ended Year ended
31-3-2017 31-3-2016
Turnover 485 292
Profit/(Loss) before Depreciation 228 392
Depreciation 0 0
Profit/(Loss) before Tax

Provision for Income Tax

228 392
- Current Tax 50 78
- Deferred Tax 0 0
Profit/(Loss) after Tax 178 314
Balance brought forward (48) (362)
Balance carried forward 130 (48)

OPERATIONS

the manufacturing operations of the Company have come to a stand still. But trading inyarn and fabric still continue in the year.

DIVIDEND

Your Directors are unable to recommend any Dividend on the Equity Shares in view of thefinancial position of the Company.

DIRECTORS

Two of your Director namely Sushila Kothari & Arvind Tater shall retire by rotationat the ensuring Annual General Meeting and being eligible offer themselves forre-appointment.The Board recommends their re-appointment.

AUDITORS

The Company's Auditors M/s. CLB & ASSOCIATES. will hold office till theconclusion of the forthcoming Annual General Meeting and being eligible offer themselvesfor re-appointment.

The observations in the Auditors' Report are dealt within the notes to the accounts atappropriate places and are selfexplanatory.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within the scope ofSection 135 of Companies Act. 2013 and the Rules thereunder. However your Directorsendeavour to contribute to such causes as and when deem

appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regardingthe meetings attended by the directors form part of the Corporate Governance Report.

The composition of the Board and its comittees has also been given in detail in thereport on Corporate Governance

ANNUAL RETURN

Pursuant to Section 92 of the companies Act 2013 read with Rule 12 of The Companies(Management and administration) Rules 2014 the Extract of Annual Return is attached asAnnexure-II.

DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Clause 49 ofthe Listing Agreement the Board of Directors on the recommendation of Nomination andRemuneration Committee has framed a policy for the appointment of Directors and SeniorManagement and their remuneration. The policy forms part of the Board Report asAnnexure-III.

ANNUAL EVALUATION BY THE BOARD

Pursantto the provisions of the Comanies Act 2013 and Clause 49 of the Listingagreement the annual evaluation has been made by the Board of its own performance itscommittees and the individual directors The manner of evaluation is mentioned in theNomination and Remuneration policy which forms part of Board Report.

PARTICULARS OF INVESTMENTS

Details of Investments made in accordance with the requiremnts covered under theprovision of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

PARTICUIARS of contracts or arrangements with related parties

Your Directors inform the Members that no contracts or arrangements were entered intowith the related parties.

Significant And material orders passed by the Regualtors or courts

There is no significant and material order passed by the reglators or courts.

RISK MANAGEMENT

Your Directors review the risks associated with the Company on a regular basis butconsidering meager operations of the

Company there was negligible exposure to business risks. CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as requiredunder Clause 49 of the Listing Agreement entered into with the Stock Exchange where theComppany's shares are listed.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity integrity andethical behavior and to encourage and protect the employees who wish to raise and reporttheir genuine concerns about any unethical behaviour actul or suspected fraud orviolation of Company's Code Of Conduct the Company has adopted a Whistle Blower Policy.The Company has adopted a framework whereby the indentity of the complainant is notdisclosed.

INTERNAL CONTROL SYSTEMS

The Company has an iternal control system commensurate with its size and nature ofbusiness These systems provide a robust structure which in turns help in the complying ofvarious laws and statuts which automatically translates into Financial and OperationalDevelopment of the Company.

The Company's Audit Committee reviews adherence to internal control systems and legalcompliances This committee reviews all quarterly and yearly results of the Company andrecommends the same to the Board for its approval.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required to be disclosed pursuant to Section 134(3) (m) of theCompanies Act 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 isgiven in Annexure -IV frming part of the Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. of the employees is annexed asAnnexure- V

Further your directors inform the members that pursuant to Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnels) Rules 2014 no employee isdrawing remuneration in excess of the limits prescribed under the said provision.

Directors' Responsibility statement

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

a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed and no material departures have been made from the same

b) appropriate Accounting Policles have been selected and pplied consistently and theyhave made Judgements and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company on 31st March. 2015 and of the Profitand Loss of Company for the year ended on that date ;

c) proper and suffcient care has been taken for the maintenance of adepquate accountingrecords in accordance with the provisions of this Act for safeguarding the asets of thecompany and for preventing and detecting fraud and other irregularitles;

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

e) proper internal financial controls were in place and that financial controls wereadequate and were operating effectively.

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

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholfers'bankers Central Government & State Government including various other authorities.The Board also takes this Opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.

for and on behalf of the Board
Place : Bhilwara Ashok Kothari
Date :30th May 2017 Director