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Niwas Spinning Mills Ltd.

BSE: 521009 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
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Niwas Spinning Mills Ltd. (NIWASSPINNING) - Director Report

Company director report

DIRECTORS

To the Members

The Directors of the Company have pleasure in presenting the THIRTIETH Annual Reporttogether with the Audited Statements of Accounts for the Company's Financial Year ended on31st March 2014.

1. OPERATIONAL RESULTS / CURRENT WORKING:

The sale during the year under report is Rs. 705.10 Lacs the profitbefore interest depreciation is decreased compared to previous year. It is due toshortage of working capital adverse impact of un-certain government policies exportpolicies and international market un-certainty. So also sudden steady upward / downwardrevision in cotton prices disturbed the overall situation of textile industry. Howeverdue to corrective measures taken by the management the company succeeded to minimize itslosses.

FINANCIAL HIGHLIGHTS

(Amt. in Lacs)
Current Period Previous Period
2013-14 2012-13
Sales 705.10 1416.03
Other Income 13.18 36.82
Total Income 718.28 1452.85
Profit/(Loss) before interest depreciation exceptional item & tax 6.84 104.38
Less : * Financial Cost 85.33 69.20
* Depreciation 82.57 97.17
Profit/(Loss) before exceptional items & taxes (161.06) (61.99)
Less: Exceptional items (Net) Nil Nil
Profit/(Loss) before tax (A)

(161.06)

(61.99)

Tax Provision

Nil

Nil
Profit/(Loss) after tax (161.06) (61.99)
Profit/(Loss) from discontinuing Operations - 5026.73
Tax expense of discontinuing operations - (10.18)
Profit/(Loss) from Discontinuing operations (B) - 5016.55
Net Profit/(Loss) for the period (C) = (A)+(B) (161.06) 4954.55

• Debt Restructuring:

The major debts of the Company are crystallized and settled. Over the year the Companyhas paid large amount towards past debt liabilities and remaining debts are being paid inaccordance with the restructured terms.

2. MANAGEMENT DISCUSSION & ANALYSIS

• Industry Structure and Business Overview:

The textile industry plays a crucial role in the Indian economy. It has a significantweight in the industrial production. The Company enjoys the excellent relationship withits customers which has been built over the years by strictly adhering to deliveryschedules maintaining consistent quality and providing prompt after sales service.

• Risk Management:

The Company has laid down procedures to inform the members of the board about the riskassessment and minimization procedures which is periodically reviewed by the Board.

• Segment-wise Performance

The Company is having only one segment i.e. Textile.

• Financial Performance:

The sale during the year under report is Rs. 705.10 Lacs the profitbefore interest depreciation is decreased compared to previous year. It is due toshortage of working capital adverse impact of un-certain government policies exportpolicies and international market uncertainty. So also sudden steady upward / downwardrevision in cotton prices disturbed the overall situation of textile industry. Howeverdue to corrective measures taken by the management the company succeeded to minimize itslosses.

• Internal Control Systems:

The internal control is supplemented by an extensive internal audit periodical reviewby the management and documented policies guidelines and procedures. The internal controlis designed to ensure that the financial and other records are reliable for preparingfinancial statements and other data and for maintaining accountability of assets.

• Human Resources:

The Company continues to lay emphasis on developing and facilitating optimum humanperformance.

• Health & Safety:

Your Company provides and maintains so far as practicable equipment systems andworking conditions which are safe and without risk to the health of all employeesvisitors contractors and public. Management has maintained its strong commitment to asafe environment in its operations throughout the year. The Company is well aware of therelation-ship between the textile production and related environment issues.

• Cautionary Statement:

This annual report and accounts contains certain statements with respect to thefinancial condition results operations and businesses. These statements involve risk anduncertainty because they relate to events and depend upon circumstances that may occur inthe future.

• Reference to BIFR and It's registration:

The Company is registered with BIFR. Hon'ble Board has declared the Company as a SickIndustrial Company in terms of section 3(1) (o) of SICA and appointed Bank of India as theOperating Agency. Preparation of Draft Rehabilitation Scheme (DRS) is under process.

3. DIVIDEND:

The Directors not recommended any dividend for the period ended 31st March2014.

4. AUDITOR'S REPORT:

The Board states that the Company is a sick company. The necessary steps / actions arebeing taken to approve the Rehabilitation Scheme. As the settlements with lenders arealready made no interest is provided on Secured Loans. The Directors are takingappropriate steps for obtaining formal delisting letters from Ahmedabad & Pune StockExchanges. The Company has already made an application to NSDL & CDSL fordematerialization of Company's listed securities. However response yet to come from CDSL /NSDL for Dematerialization.

The other comments if any of Auditors are dealt with by the notes on accounts whichare self- explanatory. Wherever required the explanation is given in the notes onaccounts.

5. DIRECTORS:

Mr. A. V. Jaju Director of the Company retires by rotation and being eligible offershimself for reappointment.

• Directors responsibility statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed;

i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2014 the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the directors had prepared the accounts for the financial year ended31-03-2014 on a "on-going concern" basis.

6. CORPORATE GOVERNANCE:

The Report on Corporate Governance and Management's Discussion & Analysis Reportin terms of Clause 49 of the Listing Agreement are annexed and form part of the AnnualReport.

7. PARTICULARS OF EMPLOYEES:

There are no employees drawing such remuneration as requiring disclosure under section217 (2A) as amended of the Companies Act 1956 read with Companies (Particulars ofemployees) Rules 1975.

8. INSURANCE:

The Company has taken adequate insurance cover the assets.

9. FIXED DEPOSITS:

The Company has not raised any deposits from the public.

10. ADDITIONAL INFORMATION:

Additional information required to be disclosed in terms of Notification No. 1029 dated31/12/88 issued by the Department of Company Affairs is annexed hereto about Conservationof Energy etc. There are no foreign exchange earnings and outgo during the year.

11. AUDITORS:

The retiring auditors M/s. B M Gattani & Co. Chartered Accountants Mumbai areeligible for re-appointment. You are requested to appoint the Auditors of the Company.

12. COST AUDITORS:

As directed by the Audit Branch Ministry of Law Justice & Company Affiars NewDelhi vide its order 52/26/CAB/2010 dated 24/01/2012 and in pursuance of clause (d) subclause (i) of Section 29 of the Companies Act 1956 M/s T. M. Rathi of Mumbai wasappointed as the Cost Auditor to conduct the Cost Audit for the year 2013-14.

The Company has appointed M/s T. M. Rathi Mumbai as Cost Auditors for the financialyear 2014-15.

13. ACKNOWLEDGEMENT:

The Directors wish to place on record their sincere appreciation to the Company'semployees at all levels for their dedication & hard-work and also to the Bankers /Institutions who have actively lent their support to the Company. The Director alsoexpress their gratitude to the Shareholders for their continued co-operation and support.

For & on behalf of the Board
PLACE : SOLAPUR (R. J. Jaju)
DATED : 28-05-2014 Chairman

ANNEXURE TO DIRECTORS REPORT 2013-2014 DISCLOSURE U/S. 217(l)(e) OF THE COMPANIES ACT1956 CONSERVATION OF ENERGY FORM-A

CURRENT YEAR PREVIOUS YEAR
a) POWER & FUEL CONSUMPTION
1. ELECTRICITY
a) Purchased Unit 1204697 3860964
Total Amount 9007049 27913273
Rate / Unit Rs. 7.48 Rs. 7.22
b) Own Generation Nil Nil
2. COAL (Specify Quality & Where used)

Nil

Nil

3. FURNACE OIL

Nil

Nil
4. OTHER GENERATORS Nil Nil
b) CONSUMPTION PER UNIT OF PRODUCTION STANDARDS (IF ANY)
Products (Yarn & Towel) 0.24 Kg 0.20 Kg
Electricity 1204697 Units 3860964 Units
Furnace Oil/Coal/Others - -

II. OTHER INFORMATIONS ABOUT TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO ETC.

a) Technology Absorptiion : Technology absorption and R&D efforts are not applicable to the Company.

 

b) Foreign Exchange Earnings and Outgo
1) Foreign Exchange used Value of Direct Import on CIF basis;
Capital goods Stores & Spare parts Rs. Nil
Travelling Expenses Rs. Nil
2) Earning in Foreign Exchange Rs. Nil
i) Direct Export Rs. Nil
ii) Indirect Export Rs. Nil