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Nitin Spinners Ltd.

BSE: 532698 Sector: Industrials
BSE 00:00 | 19 May 232.40 -10.65






NSE 00:00 | 19 May 232.25 -11.00






OPEN 232.40
VOLUME 10501
52-Week high 345.75
52-Week low 111.20
P/E 3.97
Mkt Cap.(Rs cr) 1,307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 232.40
CLOSE 243.05
VOLUME 10501
52-Week high 345.75
52-Week low 111.20
P/E 3.97
Mkt Cap.(Rs cr) 1,307
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nitin Spinners Ltd. (NITINSPIN) - Director Report

Company director report


The Members

Your Directors have pleasure to present the 29th Annual Report on thebusiness and operations of your Company along with the Audited Financial Statements forthe year ended 31st March 2021.


The Financial Results of the Company's performance for the year under review and thoseof the previous year are as follows: -

Particulars Current Year Previous Year
2020-21 2019-20
Revenue From Operations 1624.41 1438.06
Gross Profit Before Finance Cost Depreciation & Exceptional item 259.16 171.90
Finance Cost 61.61 55.56
Profit before Depreciation Exceptional items and Tax 197.55 116.34
Depreciation 91.03 80.69
Exceptional items - -
Profit before Taxation 106.52 35.65
Provision for Taxation - Current Tax (Net of MAT Credit) - -
- Earlier Year - (0.44)
- Deferred Tax 37.65 12.27
Profit after Tax 68.87 23.82
Other Comprehensive Income/(Loss) net of Income Tax 3.82 (3.85)
Total Comprehensive Income for the period 72.69 19.97


In spite of challenges posed by COVID-19 pandemic your Company has registered highestever Revenue and Profit. The Revenue from Operations during the year under review isRs.1624.41 Crores against Rs.1438.06 Crores in the previous year registering an increaseof 12.96%. The revenue of Yarn increased by 3.86% during current year from Rs.1054.51Crores to Rs.1095.23 Crores. The revenue from Yarn constitutes 67.42% of the totalrevenue. Revenue of Fabric has increased from Rs.277.84 Crores in the previous year toRs.423.71 Crores during year under review and registered growth of 52.50%. The Fabricrevenue constitutes 26.09% of the total revenue from operations.


Exports registered remarkable increase of 29.80% as it has increased to Rs.1016.57Crores in the current year from

Rs.783.17 Crores in the previous year. Exports constituted 62.58% of the total revenueduring the year. The Company's focus of increasing export of value added products resultedin significant growth of 92% in Fabrics Exports which has increased to Rs.126.89 Croresduring this year from Rs.65.97 Crores in the last year.


The Company has registered significant increase in Operating Profit (EBIDTA) as it hasincreased from Rs.171.90 Crores in the previous year to Rs.259.16 Crores in current year.As percentage to revenue from operations the Operating Profits (EBIDTA) increased from11.95% in previous year to 15.95% in current year. The Company has reported Net Profit ofRs.68.87 Crores in the current year against Rs.23.82 Crores in the previous year.


Your Directors are pleased to recommend Dividend of 15% i.e.

Rs.1.50 per Equity Shares on the fully paid-up Equity Share of

Rs.10/- each for the financial year 2020-21 subject to approval of shareholders at theensuing Annual General Meeting. No interim dividend declared during the reporting period.If the dividend as recommended above is declared by the Shareholders at the ensuingAnnual General Meeting (‘AGM') the total outflow towards dividend on Equity Sharesfor the year would be Rs.8.43 Crores.


The Board of Directors has decided to retain the entire amount of profits for 2020-21in the profit and loss account.


With the wholehearted support from all our employees suppliers and channel partnerswe managed to serve our domestic as well as international customers and ensured growth inour business. Measures on continuous engagement with our employees facilitated us insafeguarding our workforce and their family members from the Covid-19 impact. We at theBoard level are very appreciative of the support offered by the team and their familymembers. Without their commitment and support we would not have been able to successfullyadapt to the newer ways of working during the year. We are intensifying our efforts inmanaging the Covid-19 situation in view of the intensity of the ongoing second wave. Weare cautious and yet hopeful that our efforts in this direction will help us in managingthe safety of all our relevant stakeholders and serve our customers with limiteddisruption.


Your Company is committed to make a positive contribution to communities where itoperates. Pursuant to Section 135 of the Companies Act 2013 the Company constituted CSRcommittee and formulated CSR Policy as guiding principle for undertaking CSR activities.The Company's vision on CSR is that the Company being a responsible Corporate Citizenwould continue to make a serious endeavor for improvement in quality of life andbetterment of society through its CSR related initiatives.

During the current year the Company has incurred expenditure of Rs.143.16 Lacs on CSRactivities against obligation of Rs.136.25 Lacs. The disclosures of CSR activitiespursuant to Section 134(3) of the Companies Act 2013 read with Rule 8 of Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure – Ihereto and form part of this report.


Shri Ratan Lal Nolkha Director of the Company who retired and being eligible wasre-appointed at the Annual General Meeting of the Company held on 16thSeptember 2020. Shri Nitin Nolakha Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment. TheBoard recommends his re-appointment for consideration of members of the Company at theensuing Annual General Meeting.

Tenure of Shri Ratan Lal Nolkha Executive Chairman and Shri Nitin Nolakha JointManaging Director is expiring on 31st August 2021 and 30thSeptember 2021 respectively. Based on performance evaluation and the recommendation ofthe Nomination and Remuneration Committee the Board recommends their re-appointment foranother term of three years.

No other changes have taken place in composition of Board of Directors and KeyManagerial Personnel of the Company during the year under review.

All the Independent Directors have given declaration and confirmation of theirindependence and inclusion of their names in Independent Director's data bank maintainedwith the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 ofthe Act read with Rule 6 of the Companies (Appointment & Qualification of Directors)Rules 2014 as amended. They are exempt from the requirement to undertake the onlineproficiency self-assessment test conducted by IICA. All the Directors Key ManagerialPersonnel and Senior Managerial Personnel have confirmed compliance of "Code ofConduct for Directors and Senior Management Personnel". A declaration by the ManagingDirector in this regard is enclosed to this Report.



M/s Kalani & Co. Chartered Accountants (FRN 000722C) were appointed StatutoryAuditors at the 25th Annual General Meeting held on 4th September2017 for five years till the conclusion of 30th Annual General Meeting to beheld in the calendar year 2022. Accordingly they have conducted Statutory Audit for the2020-21 and shall continue to be Statutory Auditors for the Financial Year 2021-22. Theyhave confirmed their eligibility to continue as Statutory Auditors of the Company for the2021-22 under section 141 of the Companies Act 2013 and rules framed there under.

The Audit Report on the Financial Statements for the Financial Year ended on 31stMarch 2021 issued by M/s Kalani & Co. Chartered Accountants do not contain anyqualifications reservations or adverse remarks. The information referred in Auditor'sReport are self explanatory and hence do not require any further clarification.


The Board of Directors has appointed M/s. V. M & Associates Company Secretaries(Firm Registration No. P1984RJ039200) to conduct Secretarial Audit for the Financial Year2020-21 under the provisions of Section 204 of the Companies Act 2013. Accordingly theyhave conducted Secretarial Audit for the Financial Year 2020-21 and Secretarial AuditReport in Form MR-3 is enclosed herewith. The report does not contain any qualificationreservation or adverse remark.

The Board of Directors has re-appointed M/s V. M. & Associates Company Secretaries(Firm Registration No. P1984RJ039200) being eligible to conduct Secretarial Audit forthe Financial Year 2021-22 under the provisions of Section 204 of the Companies Act 2013.


The Company is required to maintain cost records as specified by the Central Governmentas per Section 148(1) of the Act and the rules framed there under and accordingly theCompany has made and maintained such cost accounts and records. The Board of Directors hasappointed M/s. Vivek Laddha & Associates Cost Accountants (FRN 103465) to conductCost Audit of the Cost Records maintained by the Company for the Financial Year 2020-21.Accordingly they have conducted Cost Audit for the 2020-21 and their report does notcontain any qualification reservation or adverse remark.

Pursuant to Section 148 of the Companies Act 2013 your Directors have re-appointedM/s. Vivek Laddha & Associates Cost Accountants (FRN 103465) being eligible toconduct Cost Audit of the Cost Records maintained by the Company for the Financial Year2021-2022.


During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employees under Section 143(12) of the Companies Act 2013.


The Company is committed to maintain the high standards of Corporate Governance. YourDirectors adhere to the requirements set out in Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and have implemented all theprescribed requirements. Pursuant to regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Reports on Corporate Governance andManagement Discussions & Analysis have been incorporated in the Annual Report and forman integral part of the Board's Report. A Certificate from Statutory Auditors confirmingcompliance to conditions of Corporate Governance as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of the AnnualReport.


Your Company has been conferred with the following awards and recognition during theyear under review :-

1. Texprocil's Gold Trophy for highest export performance in cotton yarn– 51 & above counts under category -1 for the Financial Year 2019-20.

2. Texprocil's Silver Trophy for second highest export performance in cottonyarn – 50 & below counts under Category III for the Financial Year 2019-20.


Industrial relations continued to be cordial during the period under review. YourCompany firmly believes that a dedicated work force constitutes the primary source ofsustainable competitive advantage. Accordingly human resource development receivedfocused attention. The Company has in house skill training centre and imparts on the jobtraining to its manpower on continuous basis.

Your Directors wish to place on record their appreciation for the dedicated servicesrendered by the work force during the year under review.


Your Directors inform the members that the Company continuously looks out for energyconservation measures in all areas of operations across its both the Units. Similarlyyour Company endeavors to lookout for up-gradation and absorption of technology. YourCompany also spends continuously on research and development. Your Directors are glad toinform the members that your Company is a net foreign exchange earner. The relevant detailas required to be disclosed with respect to Energy Conservation Technology Absorption andForeign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are given in Annexure– II and forms integral part of this Report.


During the year 2020-21 the Board of Directors met four times on 19th June2020 8th August 2020 31st October 2020 and 28thJanuary 2021. The details of number of Board Meetings and the attendance of the Directorsare provided in the Corporate Governance Report forming part of the Board's Report. Thefrequency and intervening gap between the meetings was within the period prescribed underthe Companies Act 2013 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standards-1 issued by Institute of Company Secretariesof India (ICSI) on Board Meetings read with General Circular 11/2020 dtd. 24thMarch 2020 of Ministry of Corporate Affairs and Circular SEBI/ HO/CFD/CMD1/CIR/P/2020/38dtd. 19th March 2020 of SEBI issued in view of COVID-19 Pandemic.


The Company has constituted Audit Committee Nomination

& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee of Directors. The details of these committees have been given inthe Corporate Governance Report which is integral part of the Board's Report.


All the related party transactions are entered on arm's length basis and in theordinary course of business. The Company has complied with all the applicable provisionsof the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in this regard. There is no materially significant related partytransaction with Promoters Directors or Key Management Personnel and any other relatedparty which may have potential conflict with the interest of the Company at large. Duringthe year the Company has not entered into any related party transactions under theSection 188 of the Companies Act 2013 and the particulars of contracts or arrangementswith related parties are Nil.


During the year under review the Company has not given any Loan Guarantee or providedsecurity in connection with a loan nor has made any Investments under the Section 186 ofthe Companies Act 2013.


During the period under review your Company has not accepted any public deposit withinthe meaning of provisions of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and there is no outstanding deposit due forre-payment.


In pursuance of Section 177 (9) of the Companies Act 2013 and the regulation 22 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and with theobjective of pursuing the business in a fair and transparent manner by adopting thehighest standards of professionalism honesty integrity and ethical behavior and toencourage and protect the employees who wish to raise and report their genuine concernsabout any unethical behavior actual or suspected fraud or violation of Company's Code ofConduct the Company has adopted a Whistle Blower Policy. The policy has been disclosed onthe website of the Company under the link VIGIL-MECHANISM.pdf During the yearunder review there was no instance of fraud reported and all the recommendation of theAudit Committee were accepted by the Board. No employee was denied access to the AuditCommittee.


PursuanttoprovisionsofSection178oftheCompaniesAct2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board of Directors have approvedNomination Remuneration & Evaluation Policy prescribing inter-alia the criteria forappointment remuneration & evaluation of the Directors. The Nomination andRemuneration Committee and Board reviewed the performance of Board its committee and allIndividual Directors of the Company and expressed its satisfaction over the performance ofthem.

The Independent Directors in their separate meeting have reviewed the performance ofnon-independent directors Chairperson and Board as a whole along with review of qualityquantity and timeliness of flow of information between Board and management and expressedtheir satisfaction over the same. The Nomination Remuneration & Evaluation Policy isavailable under the link


The Company has adopted a Risk Management Policy with the objective of ensuringsustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. The detailed RiskManagement framework has been provided in the Management Discussion and Analysis Report ofthe Company.


The information about employees and analysis of remuneration as required under Section197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - III


Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason 31st March 2021 is available on the Company's website at uploads/2021/06/MGT-7-2020-21.pdf


The Company has laid down Internal Financial Controls that include a risk-basedframework to ensure orderly and efficient conduct of its business safeguarding of itsassets accuracy and completeness of the accounting records and assurance on reliabilityof financial information. The Company maintains adequate and effective internal controlsystems commensurate with its size and complexity. An independent internal audit functionis an important element of the Company's internal control systems. This is executedthrough an extensive internal audit programme and periodic review by the management andthe Audit Committee.

The Audit Committee has satisfied itself on the adequacy and effectiveness of theinternal financial control systems laid down by the management. The Statutory Auditorshave confirmed the adequacy of the internal financial control systems over financialreporting.

Further details of the internal control systems are given in the Management Discussionand Analysis which forms part of this Annual Report.


The Company has duly constituted internal complaints committee in line with therequirements of the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013 to redress complaints regarding sexual harassment at workplace. Thecommittee has informed that during the year it has not received any complaint under theAct no complaint was pending at the beginning of the year and no complaint was pending atthe end of year under review.


The Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (as amended) requires top 1000 listed entities based on MarketCapitalisation to include BRR in its Board's Report. In compliance of the same BusinessResponsibility Report has been annexed as Annexure - IV with Board's Report formingpart of this Annual Report.


There is no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year and the date of thereport. The Company has complied with all the applicable Secretarial standards issued bythe Institute of Company Secretaries of India.

The Company does not have any subsidiary joint venture & associate company.

No significant and material order has been passed during the year by the regulators orcourts or tribunals which can impact the going concern status and Company's operations infuture. No unclaimed dividend or shares are due for transfer to Investor Education &Protection Fund (IPEF) in terms of provisions of Companies Act 2013.

The paid-up Equity Share Capital as on 31st March 2021 was Rs.56.22 croreand there was no change in the Share Capital of the Company during the Financial Year2020-21.

The certain disclosures are common under Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the same are disclosed inthe Corporate Governance Report forming part of this Report.

The disclosures other than made above are either nil or not applicable on the Company.


Pursuant to sub-section 3 (c) of Section 134 of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that: (i) in the preparation of AnnualAccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; (ii) they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for thatperiod; (iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities(iv) they have prepared the Annual Accounts on a going concern basis; (v) they have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and (vi) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.


YourDirectorstakethisopportunitytothankMembersBankers Business Partners/AssociatesCentral and State Governments for their consistent support and co-operation extended tothe Company. We also acknowledge the significant contribution made by the employees bytheir dedication and hard work and trust reposed on us. We look forward to have the samesupport in our endeavor to help the Company to grow faster.

For and on Behalf of the Board of Directors
Place : Hamirgarh Bhilwara R. L. NOLKHA
Date : 3rd August 2021 Chairman
(DIN – 00060746)