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Niwas Spinning Mills Ltd.

BSE: 521009 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Niwas Spinning Mills Ltd
NSE 05:30 | 01 Jan Niwas Spinning Mills Ltd

Niwas Spinning Mills Ltd. (NIWASSPINNING) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their 36th Annual Report on the business andoperations of the Company and the accounts for the financial year ended March 31 st 2020.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY:

The sale during the year under report was Rs.64.88 Lacs due to sluggish market and cutthroat competition. The company has earned profit before interest depreciationexceptional item & tax against the Loss incurred during the previous year. YourDirectors are hopeful of Company's revival and working on taking specific measures toovercome situation.

• Financial Highlights :

(Amt. in Lacs)

Current Period Previous Period
2019-20 2018-19
Sales 64.88 84.94
Other Income 11.25 11.05
Total Income 76.13 95.99
Profit / (Loss) before interest depreciation exceptional item & tax 3.41 (55.17)
Less :
• Financial Cost 0.94 0.07
• Depreciation 0.88 15.85
Profit / (Loss) before exceptional items & taxes 1.59 (71.10)
Less : Exceptional items (Net) --
Profit/(Loss) before tax (A) 1.59 (71.10)
Tax Provision Nil Nil
Profit / (Loss) after tax 1.59 (71.10)
Profit/(Loss) from discontinuing operations 1.59 949.73
Tax expense of discontinuing operations -- --
Profit/(Loss) from Discontinuing operations (B) 1.59 949.73
Net Profit/(Loss) for the period (C) = (A)+(B) 1.59 878.63

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activities. For theCompany the focus immediately shifted to ensuring the health and well-being of all theemployees and on minimizing disruption to services for all our customers.

The 4th quarter results were to some extent affected due to lockdowns in March 2020because of Covid-19 Pandemic. This has affected overall performance of the Company in thefinancial year 20192020. The spread of Covid-19 has severely impacted the economy worldover.

2. FUTURE OUTLOOK:

There is a weak aggregate demand in the Indian Economy. The demand for our products isalso not adequate to utilize the full installed capacity of the unit. However the Companywill use the resources wisely to produce at an optimum capacity. Your Company is hopingfor the greater favorable demand for its products in the near future.

3. DIVIDEND:

In view of the accumulated losses and to conservation of resources your Directorsdecided not to recommend any dividend for the financial year under review.

4. RESERVES:

Your Company did not transfer any amount to the Reserves.

5. BRIEF DISCRIPTION OF COMPANY'S WORKING:

Company operates in one segment i.e. Textiles. There is no division of the Company.

• 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.64.88 Lacs The Company has earned profitbefore interest & depreciation against the Loss of the previous year. Due to the costeffectiveness and appropriate allocation of resources your Company has earned the profitfor the year under report.

• 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.

• Quality initiatives

The Company continues to sustain its commitment to the highest levels of qualitysuperior service management robust information security practices and mature businesscontinuity management.

• 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.

6. NUMBER OF MEETINGS OF THE BOARD:

During the year Six (6) Board Meetings were convened and held on 30-05-201913-08-2019 24-082019 01-09-2019 14-11-2019 and 14-02-2020. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and all theDirectors had attended all the Meetings.

7. MATERIAL CHANGES & COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

In terms of the information required under Sub-section (3)(1) of Section 134 of the actit is to be noted that no material Changes and commitments affecting the financialposition of the company have occurred between the end of the financial year of the companyto which the financial statements relate and the date of the report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.

9. DETAILS ABOUT DIRECTORS AND KMPs WHO WERE APPOINTED/RESIGNED DURING THE FINANCIALYEAR:

During the year under report there was no change in the Board of Directors of YourCompany

Pursuant to the Provisions of the Companies Act 2013 Mr. Mitesh R. Daga(DIN:00082175) retires by rotation and being eligible offers himself for re-appointment.

The Board of Directors at its Meeting held on 14/02/2020 approved the re-appointment ofMr. Vijay R. Jaju (DIN: 00081475) as Managing Director of the Company for a further periodof three (3) years w.e.f. 01.02.2020 till 31.01.2023 subject to approval of Members.Accordingly approval of Members is being sought for his re-appointment at the ensuing AGMby way of a Ordinary Resolution.

10. INTERNAL CONTROLS SYSTEM AND THE ADEQUACY:

In order to attain the corporate objectives strict internal controls systems wereimplemented across the organisation. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations on regular basis. The audit function maintains itsindependence and objectivity while carrying out assignments. It evaluates on a continuousbasis the adequacy and effectiveness of internal control mechanism. The function alsoproactively recommends improvement in policies and processes suggests streamlining ofcontrols against various risks. Your Company has laid down set of standards processes andstructure which enables it to implement internal financial control across the Company andensure that the same are adequate and operating effectively.

11. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Your Company came out of the SICA by making OTS with its Lenders. Now the company is inprocess of appointing Independent Directors to comply with provisions of Companies Act2013 and the SEBI (LODR) Regulations.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Directors on the rolesresponsibilities rights and duties under the Act and other statutes. The Company is inprocess of appointment of Independent Directors and also working on the policy onfamiliarization program for Independent Directors.

13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under sub-section (3) of section 178relating to the remuneration for the Directors key managerial personnel and otheremployees. As required by rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the prescribed details are annexed as "Annexure 1" tothis report.

14. INFORMATION IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:

During the year under review no employee was employed who was in receipt of aggregateremuneration exceeding Rupees One Crore and two Lakh for the year or exceeding RupeesEight Lakhs and Fifty Thousand per month for any part of the year.

Other details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report and is annexed as "Annexure 2" tothis Report.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

During the year the Company has not given any loans or guarantees or has made anyinvestments u/s 186 of the Companies Act 2013

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The details of transaction with Related party in Form AOC-2 is annexed herewith as"Annexure 3". Further during the year under review the Company had written offbad debts from a Private Limited Company in which relative of Director is a Director.

17. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY:

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

18. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has not designed any Risk Management Policy.However the Company has in place mechanism to identify assess monitor and mitigatevarious risks to key business objectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.

19. COMPANY'S POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and accordingly duecare is always taken in respect of prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder.

No complaints were received during the year.

Further necessary steps are being taken by the Board for complying with provisions ofthe said Act including constitution of Internal Complaints Committee as referred in thesaid Act.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social ResponsibilityPolicy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevantRules framed there under as the said provisions were not applicable to the Company asCompany had incurred losses during the relevant period.

21. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration committee byfilling a structured questionnaire.

22. SECRETARIAL AUDIT AND AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. SG and Associates (FCS - 12122 COP-5722) Practicing Company Secretariesto undertake the Secretarial Audit of the Company. The Report of the Secretarial AuditReport in Form MR-3 is annexed as "Annexure 4" to this Report.

23. EXPLANATION ON REMARKS OR DISCLAIMER MADE BY SECRETERIAL AUDITOR IN HIS REPORT:

The size of the Company and due to continuous losses for past few years no one wasinterested in getting appointed as Internal Auditor CFO Company Secretary IndependentDirector and Women Director in the Company. Hence due to lack of expertise knowledge andinadvertence the Company has not complied with certain SEBI (LODR) Regulations as well asSecretarial Standards (SS-1 and SS-2). Further due to financial crunch all the shares areheld in physical mode. During the year the company is in process of appointing InternalAuditor CFO Company Secretary Independent Directors and Women Director to comply withprovisions of SEBI (LODR) Regulations/ Companies Act 2013other comments/ observationsmade by the Secretarial Auditor in his Report are self explanatory and do not require anyfurther clarification.

24. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public.

25. AUDITORS:

The Company's Auditors M/s. A B N J & Co. Chartered Accountants Mumbai (FRN:121677W) were appointed as Statutory Auditors at 35th AGM for a period 5 (Five) yearsi.e. from the conclusion of 35th Annual General Meeting until the conclusion of 40thAnnual General Meeting. M/s. A B N J & Co. Chartered Accountants Mumbai (FRN:121677W) have provided their consent and eligibility pursuant to Section 141 of theCompany Act 2013 to act as Auditors of the Company for the financial year 2020-2021.

26. RESERVATION AND QUALIFICATION ON AUDITOR'S REPORT:

The observations qualifications/ disclaimers if any made by the Statutory Auditorsin their report for the Financial Year ended 31st March 2020 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationsor comments from the Board under Section 134(3) of the Companies Act 2013.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OFTHE COMPANIES ACT 2013:

During the year under review there were no incidences of fraud reported by theAuditors.

28. COMMITTIES:

I. Audit Committee:

The Audit Committee of Company consists of two non-executive Directors apart fromManaging Director. It consists of all Directors. During the year under review Four (4)meetings were held of the audit committee 29-05-2019 13-08-2019 12-11-2019 &12-02-2020 and attended by all.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company consists of two non-executiveDirectors apart from Managing Director. It consists of all Directors. During the yearunder review Three (3) meetings were held of the committee on 29-05-2019 12-11-2019 &12-02-2020 and attended by all.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company consists of two non-executiveDirectors apart from Managing Director. It consists of all Directors. During the yearunder review Three (3) meetings were held of the committee on 29-05-2019 12-11-2019 &12-02-2020 and attended by all.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted the code of conduct for employee and directors for the highestdegree of transparency integrity accountability and corporate social responsibility. Anyactual or potential violation of the Code would be a matter of serious concern for theCompany. The Company also has Whistle Blower Policy to deal with instance of fraud andmismanagement if any.

Employees of the Company are encouraged to use guidance provided in the Policy forreporting all allegations of suspected improper activities.

30. SHARE CAPITAL:

The paid up equity capital as on March 31 2020 was Rs. 1408.93 Lakhs. During the yearunder review the Company has not raised money by any issues. The company has not issuedshares with differential voting rights nor granted stock options nor sweat equity.

31. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 5".

32. CONSERVATION OF ENERGY:

(A) Information pursuant to Section 134(3)(m) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014is as follows:

I) CONSERVATION OF ENERGY FORM-A Current Year Previous Year
a) POWER & FUEL CONSUMPTION
1 ELECTRICITY
(a) Purchased : Unit 62478 244650
Total Amount 1105796 3394089
Rate / Unit 17.69 Rs.13.87
(b) OWN GENERATION
(i) Through Diesel Generator Nil Nil
Units
Units Per Ltr. Of Diesel
Cost / Unit
(ii) Through Steam Turbine/Generator Nil Nil
Units
Units Per Ltr. Of Fuel
Cost / Unit
2 COAL (Specify Quality & where used) Nil Nil
Quantity
Total Cost
Average Rate
3 FURNACE OIL Nil Nil
Quantity
Total Cost
Average Rate
4 OTHER GENERATORS Nil Nil
Quantity
Total Cost
Average Rate
b) CONSUMPTION PER UNIT OF PRODUCTION STANDARDS (IF ANY)
Products (Yarn & Towel) 0.03 Kg 0.19 Kg
Electricity 62478 244650 Units
Furnace Oil -
Coal
Others

II) OTHER INFORMATION ABOUT TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO ETC.

a) Technology Absorption : Technology absorption and R & D efforts are notapplicable to the Company.

b) Foreign Exchange Earnings and Outgo

1 Foreign Exchange Used

Value of Direct Import on CIF Basis

Capital - goods Store & Spare parts Rs. Nil
Travelling Expenses Rs. Nil
2 Earning in Foreign Exchange
i) Direct Export Rs. Nil
ii) Indirect Export Rs. Nil

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b) the directors have selected such accounting policies and applied them consistentlyand 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 at the end of the financial year and ofthe Profit of the company for that period;

c) The directors had 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 fraud and other irregularities;

d) The directors have prepared the annual accounts on a going concern basis; and

e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. CORPORATE GOVERNANCE:

The Report on Corporate Governance and Management's Discussion & Analysis Reportin terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure requirement)Regulations 2015 is annexed and form part of the Annual Report.

35. INSURANCE:

The Company has taken adequate insurance cover for the assets.

36. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards viz. SS-1 i.e.Secretarial Standard on Board Meetings and SS-2 i.e. Secretarial Standard on GeneralMeeting during the year under review except for the qualifications given in theSecretarial Audit Report in Form MR-3.

37. MAINTENANCE OF COST RECORDS:

During the year under review the Company was not required to maintain the Cost recordsas specified by the Central Government under Section 148 of the Companies Act 2013.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Companies Act 2013Regulation 34(2)(e)read with Schedule-V of Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is given asAnnexure to this Report for the year under review.

39. 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
DATED : 31/08/2020 Sd/-
(Vijay R. Jaju)
Managing Director
DIN: 00081475

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