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Bhilwara Spinners Ltd.

BSE: 514272 Sector: Industrials
NSE: N.A. ISIN Code: INE436C01014
BSE 00:00 | 30 Sep 38.10 0.95
(2.56%)
OPEN

38.00

HIGH

38.40

LOW

37.00

NSE 05:30 | 01 Jan Bhilwara Spinners Ltd
OPEN 38.00
PREVIOUS CLOSE 37.15
VOLUME 996
52-Week high 66.65
52-Week low 17.70
P/E 84.67
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.00
CLOSE 37.15
VOLUME 996
52-Week high 66.65
52-Week low 17.70
P/E 84.67
Mkt Cap.(Rs cr) 26
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bhilwara Spinners Ltd. (BHILWARASPINNER) - Director Report

Company director report

To The Members

The Directors of your Company have pleasure in presenting their 40th AnnualReport along with audited annual statements of Accounts for the financial year ended on31st March 2021

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Year ended Previous Year ended
31-3-2021 31-3-2020
Turnover 197 687
Profit/(Loss) before Depreciation 131 480
Depreciation 0 0
Profit/(Loss) before Tax 131 480
Provision for Income Tax
- Current Tax 23 95
- Deferred Tax 0 0
Profit/(Loss) after Tax 108 385
Balance brought forward 1084 699
Balance carried forward 1192 1084

OPERATIONS

the manufacturing operations of the Company have come to a stand still. But trading inyarn and Cotton and other 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

One of your Director namely Ansul Kothari shall retire by rotation at the ensuringAnnual General Meeting and being eligible offer themselves for re-appointment.The Boardrecommends their reappointment in the ensuing Annual General Meeting.

AUDITORS

M/s. ABN & Co. Firm Regn.no 004447C Charted Accountant The Statutory Auditors ofthe Company will hold office till the conclusion of the forthcoming Annual GeneralMeeting and being eligible offer themselves for re-appointment.

Pursant to the notification dated May7 2018 issued by Ministry of CorporateAffairsthe requirement for ratification of appointment of Auditors by the shareholders atevery Annual General Meeting has been done away with.Further the Auditors have Confirmedtheir eligibility under Section 141 of the Companies Act2013 and the rules madetheirunder.

The observations in the Auditors' Report are dealt within the notes to the accounts atappropriate places and are self- explanatory.The Auditors Report does not contain anyqualificationreservation or adverse remark.

No fraud has been reported by the Statutory Auditors under Section 143(12) of theCompanies Act 2013 and the rules made thereunder.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personal ) Rule2014the Company had appointed M/S R. K.Jain & Associates Company Secretaries a practicing secretaries firm as the SecretarialAuditor of the Company for the year ending 31st march 2021The Report of Secretarial Auditas Annexure-1. The Report of Secretarial Audit does note contain anyqualificationreservation or adverse remark.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed M/s A.L. Chechani & Co Chartered Accountants asthe internal auditiros of the Company. The role of internal auditors includes but notlimited to review of internal audit observations and monitoring of implementation ofcorrective actions required reviewing of various policies and ensure its properimplementation reviewing of SOPs and there amendments if any

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 framed thereunder. However yourDirectors endeavour 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

Pursant to 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 LOANS GUARANTEES OR INVESTMENTS

Details of Loans Gurantees or Investments made in accordance with the requiremntscovered under the provision of Section 186 of the Companies Act 2013 are given in thenotes to the Financial Statements.at appropriate Places.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year there was no material contracts or arrangements entered intoby the company with any of the related party. Yours Directors draw attention to the memberto note no 27.2 to the financial statements which contain particulars of transactions withrelated parties as per applicable provision of Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no Significant And material orders passed by the Regualtors or courts duringthe year

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 businessrisks.

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 theCompany's shares are listed.

A comprehensive report on corporate Governance in this regard is made part of thisannual Report and a Certificate from the Statutory Auditors of your Company i.e.M/S ABN& CO Charted Accountants regarding compliance of the conditions of the CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirments)2015form part of Annual Report.

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner byadopting the highest standards of professionalism honesty integrity and ethical behaviorand to encourage and protect the employees who wish to raise and report their genuineconcerns about any unethical behaviour actul or suspected fraud or violation of Company'sCode Of Conduct the Company has adopted a Whistle Blower Policy. The Company has adopteda framework whereby the indentify of the complainant is not disclosed.

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 framing part of the Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014. of the employees is annexed asAnnexure- V Further your directors inform the members that pursuant to Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personals) Rules 2014 no employeeis drawing remuneration in excess of the limits prescribed under the said provision.

PUBLIC DEPOSIT

During the period under review your company has not accepted any public deposit withinthe meaning of provisions of section 73 of the Companies Act2013 read with the Companies(Acceptance of Deposits)Rule2014 and there is no outstanding Deposit due for re-payment.

Director's Responsibility statement

Prursuant 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 Policies have been selected and applied consistently and theyhave made Judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company on 31st March. 2021 and of theProfit and Loss of Company for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the asets of thecompany and for preventing and detecting fraud and other irregularities;

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.

INDIAN ACCOUNTING STANDARDS (IND AS) :

The Company has followed the guidelines of Accounting Standards/IND-AS laid down by theinstitute of Chartered Accountant of india in preparation of Financial statement

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

i. Issue of equity shares with differential rights as to dividend voting or otherwise.

ii. Issue of shares(including sweat equity shares) to employees of the company underany scheme save and except ESOS referred to in this report.

iii. No amount has been transferred to General Reserves during the year.

iv. There is no change in the nature of business of the Company.

v. There were no frauds found which have been reported to the Audit Committee/Boardmembers as well as to the Central Government.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and assistance extended by the stakeholders'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.

Place : Bhilwara for and on behalf of the Board Ashok Kumar Kothari
Date : 29th June 2021 Managing Director & CEO
DIN-00132801

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