Bhilwara Spinners Ltd.
|BSE: 514272||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE436C01014|
|BSE 00:00 | 19 Feb||6.84||
|NSE 05:30 | 01 Jan||Bhilwara Spinners Ltd|
Bhilwara Spinners Ltd. (BHILWARASPINNER) - Director Report
Company director report
To The Members
The Directors of your Company have pleasure in presenting their 38thAnnual Report along with audited annual statements of Accounts for the financial yearended on 31st March 2019
the manufacturing operations of the Company have come to a stand still.But trading in yarn and Cotton continue in the year.
Your Directors are unable to recommend any Dividend on the EquityShares in view of the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors inform that Shri Ashok Kothar(holding din no 00132801)was appointed upon the recommendation of Nomination and Remuneration Committee as aManaging Director & CEO in the Board Meeting held on 28th May 2019 subject toshareholders approval for a period of 5 years i.e. 28th May 2019 to 27th May2024 .He willcontinue to act as Chairman and Chief Executive officer of the Company in accordance withthe Articles of Association and the SEBI (Listing Obligation and Disclosure Requirement)Regulations.2015.
Two of your Director namely Ansul Kothari(Din no 02624500) & ArvindTater(Din no 07167125) shall retire by rotation at the ensuring Annual General Meeting andbeing eligible offer themselves for re-appointment.The Board recommends theirreappointment in the ensuing Annual General Meeting.
Shri Bhopal Singh Choudhary who has been associated with the Companysince 1986 is re-designated as Chief Financial Officer by Board on 28th May.2019 for aPeriod of 5 years.
In accordance with the provisions of Section 2(51)203 of the CompaniesAct2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules2014 the following are the key managerial personnel of the Company.
A.Shri Ashok KothariChairmanManaging Director & CEO B.Shri BhopalSinghChoudharyChief Financial Officer.
M/s. CLB & ASSOCIATES.Firm Regn.no 124305w Charted Accountant TheStatutory Auditors of the Company will hold office till the conclusion of the forthcomingAnnual General Meeting and being eligible offer themselves for re-appointment.
Pursant to the notification dated May7 2018 issued by Ministry ofCorporate Affairsthe requirement for ratification of appointment of Auditors by theshareholders at every Annual General Meeting has been done away with.Further the Auditorshave Confirmed their eligibility under Section 141 of the Companies Act2013 and the rulesmade theirunder.
The observations in the Auditors' Report are dealt within the notes tothe accounts at appropriate places and are self-explanatory.The Auditors Report does notcontain any qualificationreservation or adverse remark.
No fraud has been reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 and the rules made thereunder.
Pursuant to Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personal ) Rule2014the Company hadappointed M/S Abhik Jain Associates Company Secretaries a practicing secretaries firm asthe Secretarial Auditor of the Company for the year ending 31st march 2019The Report ofSecretarial Audit as Annexure-1. The Report of Secretarial Audit does note contain anyqualificationreservation or adverse remark.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors inform the Members that your Company is not coveredwithin the scope of Section 135 of Companies Act. 2013 and the Rules framed thereunder.However your Directors endeavour to contribute to such causes as and when deemappropriate.
NUMBER OF MEETINGS OF THE BOARD
The particulars of the meetings held during the year along with thedetails regarding the meetings attended by the directors form part of the CorporateGovernance Report.
The composition of the Board and its comittees has also been given indetail in the report on Corporate Governance
Pursuant to Section 92 of the companies Act 2013 read with Rule 12 ofThe Companies (Management and administration) Rules 2014 the Extract of Annual Return isattached as Annexure-II.
DIRECTORS' APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provision of Section 178 of the Companies Act 2013 andClause 49 of the Listing Agreement the Board of Directors on the recommendation ofNomination and Remuneration Committee has framed a policy for the appointment of Directorsand Senior Management 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 ofthe Listing agreement the annual evaluation has been made by the Board of its ownperformance its committees and the individual directors The manner of evaluation ismentioned in the Nomination and Remuneration policy which forms part of Board Report.
Details of Loans Gurantees or Investments made in accordance with therequiremnts covered under the provision of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements.at appropriate Places.
PARTICUlARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Financial Year there was no material contracts orarrangements entered into by the company with any of the related party.Yours Directorsdraw attention to the member to note no 27.2 to the financial statements which containparticulars of transactions with related parties as per applicable provision of CompaniesAct 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There was no Significant And material orders passed by the Regualtorsor courts during the year
Your Directors review the risks associated with the Company on aregular basis but considering meager operations of the Company there was negligibleexposure to business risks.
Your company has complied with all the requirements of CorporateGovernance as required under Clause 49 of the Listing Agreement entered into with theStock Exchange where the Company's shares are listed.
A comprehensive report on corporate Governance in this regard is madepart of this annual Report and a Certificate from the Statutory Auditors of your Companyi.e.M/S Clb & Associates Charted Accountants regarding compliance of the conditions ofthe Corporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirments)2015 form part of Annual Report.
WHISTLE BLOWER POLICY
With the objective of pursuing the business in a fair and transparentmanner by adopting the highest standards of professionalism honesty integrity integrityand ethical behavior and to encourage and protect the employees who wish to raise andreport their 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 indentify of the complainant is notdisclosed.
INTERNAL CONTROL SYSTEMS
The Company has an iternal control system commensurate with its sizeand nature of business These systems provide a robust structure which in turns help in thecomplying of various laws and statuts which automatically translates into Financial andOperational Development of the Company.
The Company's Audit Committee reviews adherence to internal controlsystems and legal compliances This committee reviews all quarterly and yearly results ofthe Company and recommends the same to the Board for its approval.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information required to be disclosed pursuant to Section 134(3) (m)of the Companies Act 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules2014 is given in Annexure -IV framing part of the Report.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. of theemployees is annexed as Annexure- V
Further your directors inform the members that pursuant to Rule 5 (2)of the Companies (Appointment and Remuneration of Managerial Personals) Rules 2014 noemployee is drawing remuneration in excess of the limits prescribed under the saidprovision.
During the period under review your company has not accepted any publicdeposit within the meaning of provisions of section 73 of the Companies Act2013 read withthe Companies (Acceptance of Deposits)Rule2014 and there is no outstanding Deposit duefor re-payment.
Director's Responsibility statement
Prursuant to Section 134 (3) (c) of the Companies Act. 2013 theDirectors state that. a) In the preparation of the Annual Accounts the applicableAccounting Standards have been followed and no material departures have been made from thesame b) Appropriate Accounting Policies have been selected and applied consistently andthey have made Judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company on 31st March. 2019 and of theProfit and Loss of Company for the year ended on that date. c) proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the asets of the company and for preventing anddetecting fraud and other irregularities; d) the annual accounts have been prepared on agoing concern basis; e) proper internal financial controls were in place and thatfinancial controls were adequate and were operating effectively. f) systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
INDIAN ACCOUNTING STANDARDS (IND AS):
The Company has followed the guidelines of Accounting Standards/INDAS laid down by the institute of Chartered Accountant of india in preparation ofFinancial statement
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during thefinancial year under review: i.Issue of equity shares with differential rights as todividend voting or otherwise. ii. Issue of shares(including sweat equity shares) toemployees of the company under any 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 nochange in the nature of business of the Company. v. There were no frauds found which havebeen reported to the Audit Committee/Board members as well as to the Central Government.
Your Directors acknowledge the support and assistance extended by thestakeholders' bankers Central Government & State Government including various otherauthorities. The Board also takes this Opportunity to express its deep gratitude for thecontinued co-operation and support received from its valued