Bhilwara Spinners Ltd Directors Report.

To The Members,

The Directors of your Company have pleasure in presenting their 38th Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2019

FINANCIAL RESULTS

(Rs. in Lacs)
Financial Year ended 31-3-2019 Previous Year ended 31-3-2018
Turnover 211 535
Profit/(Loss) before Depreciation 624 96
Depreciation 0 0
Profit/(Loss) before Tax 624 96
Provision for Income Tax
- Current Tax 128 22
- Deferred Tax 0 0
Profit/(Loss) after Tax 495 74
Balance brought forward 204 130
Balance carried forward 699 204
OPERATIONS

the manufacturing operations of the Company have come to a stand still. But trading in yarn and Cotton continue in the year.

DIVIDEND

Your Directors are unable to recommend any Dividend on the Equity Shares 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 a Managing Director & CEO in the Board Meeting held on 28th May 2019 subject to shareholders approval for a period of 5 years i.e. 28th May 2019 to 27th May,2024 .He will continue to act as Chairman and Chief Executive officer of the Company in accordance with the Articles of Association and the SEBI (Listing Obligation and Disclosure Requirement) Regulations.2015.

Two of your Director namely Ansul Kothari(Din no 02624500) & Arvind Tater(Din no 07167125) shall retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment.The Board recommends their reappointment in the ensuing Annual General Meeting.

Shri Bhopal Singh Choudhary who has been associated with the Company since 1986 is re-designated as Chief Financial Officer by Board on 28th May.2019 for a Period of 5 years.

In accordance with the provisions of Section 2(51),203 of the Companies Act,2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 the following are the key managerial personnel of the Company.

A.Shri Ashok Kothari,Chairman,Managing Director & CEO B.Shri Bhopal SinghChoudhary,Chief Financial Officer.

AUDITORS

M/s. CLB & ASSOCIATES.Firm Regn.no 124305w Charted Accountant ,The Statutory Auditors of the Company, will hold office till the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Pursant to the notification dated May,7 2018 issued by Ministry of Corporate Affairs,the requirement for ratification of appointment of Auditors by the shareholders at every Annual General Meeting has been done away with.Further the Auditors have Confirmed their eligibility under Section 141 of the Companies Act,2013 and the rules made theirunder.

The observations in the Auditors Report are dealt within the notes to the accounts at appropriate places and are self-explanatory.The Auditors Report does not contain any qualification,reservation or adverse remark.

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

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personal ) Rule,2014,the Company had appointed M/S Abhik Jain Associates Company Secretaries a practicing secretaries firm as the Secretarial Auditor of the Company for the year ending 31st march 2019,The Report of Secretarial Audit as Annexure-1. The Report of Secretarial Audit does note contain any qualification,reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors inform the Members that your Company is not covered within 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 deem appropriate.

NUMBER OF MEETINGS OF THE BOARD

The particulars of the meetings held during the year along with the details regarding the 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 the report 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 as Annexure-II.

DIRECTORS APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a policy for the appointment of Directors and Senior Management and their remuneration. The policy forms part of the Board Report as Annexure-III.

ANNUAL EVALUATION BY THE BOARD

Pursant to the provisions of the Comanies Act, 2013 and Clause 49 of the Listing agreement the annual evaluation has been made by the Board of its own performance, its committees and the individual directors The manner of evaluation is mentioned in the Nomination 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 requiremnts covered under the provision of Section 186 of the Companies Act, 2013 are given 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 or arrangements entered into by the company with any of the related party.Yours Directors draw attention to the member to note no 27.2 to the financial statements which contain particulars of transactions with related 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 during the year

RISK MANAGEMENT

Your Directors review the risks associated with the Company on a regular basis, but considering meager operations of the Company there was negligible exposure to business risks.

CORPORATE GOVERNANCE

Your company has complied with all the requirements of Corporate Governance as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, where the Companys shares are listed.

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

WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism honesty, integrity, integrity and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behaviour, actul or suspected fraud or violation of Companys Code Of Conduct , the Company has adopted a Whistle Blower Policy. The Company has adopted a 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 of business These systems provide a robust structure which in turns help in the complying of various laws and statuts which automatically translates into Financial and Operational Development of the Company.

The Companys Audit Committee reviews adherence to internal control systems and legal compliances This committee reviews all quarterly and yearly results of the Company and recommends 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 the Companies Act, 2013 read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in Annexure -IV framing part of the Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. of the employees 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, no employee is 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 within the meaning of provisions of section 73 of the Companies Act,2013 read with the Companies (Acceptance of Deposits)Rule,2014 and there is no outstanding Deposit due for re-payment.

Directors 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 have been followed and no material departures have been made from the same b) Appropriate Accounting Policies have been selected and applied consistently and they have made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company on 31st March. 2019 and of the Profit and Loss of Company for the year ended on that date. c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the asets of the company 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 were adequate and were operating effectively. f) systems to ensure compliance with the provisions of all applicable laws were in place 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 the institute of Chartered Accountant of india in preparation of Financial statement

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under 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 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 no change in the nature of business of the Company. v. There were no frauds found which have been reported to the Audit Committee/Board members 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 continued co-operation and support received from its valued

for and on behalf of the Board
Place : Bhilwara Ashok Kothari
Date : 28th May 2019 Managing Director & CEO
DIN-00132801