Senior Management personnel (Promoters, Directors, Management or relatives etc.) have
made disclosure to the Board relating to all material, financial and othertransactions
stating that they did not have any personal interest that could result in a confilict with
the interest of the Company at large.
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 and ethical behavior
and to encourage and proctect the employees who wish to raise and report their genuine
concerns about any unethical behavior, actual 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 identity of the complainant is not disclosed. During the year, the
Company did not receive any whistle Blower reference.
Director / CFO Certification
The director and CFO certification of the Financial Statements for the year form part
of this Annual Report.
BHILSPINs Board has Iaid down a Code of Cnduct for all Board members and Senior
Management of the Company. The Company is committed to conduct its business in accordance
with the pertinent laws, rules and regulations and with the highest standards of business
ethics. Board Members and designated Senior Management Officials have affirmed compliance
with the Code of Cnduct for the current year.
Means of Communication
The effective communication of information is considered to be very essential component
of Corporate Governance. The Company interact with its shareholders through various means
of communication i.e., Print Media Annual Report etc.
Quarterly /Annual results:
The quarterly & annual audited results are forthwith sent to the stock exchanges
where the Companys shares are listed after they are approved by the Board of Directors,
The results of the Company are published in accordance with Regulation 47 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 in at least one prominent
national and one regional newspaper.
The Company has a dedicated investor email-id: bhilspinbs@gmail.com
Shareholders
i. Appointment or Reappointment of Non Independent Director and Promoter Director
One Non Independent and One Independent Directors of your Company are liable to retire
by rotation. Of these Directors, at least one-third retires every year and if eligible,
propose themselves for the re-appointment. This year, Smt. Sushila kothari and Shri Arvind
Tater is retiring by rotation and being eligible, offer themselves for re-appointment in
the Annula General Meeting.
ADDITIONAL SHAREHOLDER INFORMATION Annual General Meeting
| Date |
: 25th September, 2017 |
| Day |
: Monday |
| Time |
: 11.00 am |
| Venue |
: 26, Industiral Area Gandhi NagarBhilwara (Rajasthan) 311001 |
Financial Results
Finacial year: 1st April, 2016 to 31st March 2017
For the year ended 31st March, 2017 results were announced on :
| • 12thAugust2016 |
: First quarter |
| • 10th November, 2016 |
: Second quarter and Half year |
| • 8th February, 2017 |
: Third quarter and 9 months |
| • 30th May, 2017 |
: fourth quarter and Annual. |
For the financial ending 31st March 2017 quarterly results will be announced
within 45 days from the end of the each quarter except fourth quarter when the audited
annual results will be published within 60 days.
Book Closure
The dates of book closure are from 17 Sep. 2017 (day) to 25 Sep. 2017 (day) (Both days
inclusive)
Dividend Dates
No dividend has been recommended on the Equity Shares.
Listing and Stock Codes
The Companys Equity shares are listed on Bombay Stock Exchange Limited (BSE) Listing
fee a prescribed has been paid to the BSE up to 31st March, 2017. The scrip code of the
Company at BSE is given below :
Scrip Code of the Company
| Stock Exchange |
Scrip ID |
Scrip code |
| BSE |
BHILSPIN |
514272 |
Source : BSE Limited
Shareholding Pattern
Shareholding Pattern by Ownership as on 31st March, 2016
| Categories |
No. of shares |
Percentage |
| Promoters, Directors, Relatives and Associates |
3532470 |
52.24 |
| Foreign institutional Investors |
- |
- |
| Mutual funds |
- |
- |
| Nationalised and other banks |
- |
- |
| Financial Institution & Insurance Companies |
- |
- |
| Public |
3228660 |
47.76 |
| Total |
6761130 |
100 |
Sharehodling Pattern by Size-Class as on 31st March 2016
| Categories |
No. of Shareholders |
% of Shareholding |
No. of shares |
% of Shareholding |
| Upto 500 |
7061 |
93.61 |
1216902 |
18.00 |
| 501-1000 |
289 |
3.83 |
238643 |
3.53 |
| 1001-10000 |
180 |
2.39 |
532739 |
7.88 |
| 10001 and above |
13 |
0.17 |
4772846 |
70.59 |
| Total |
7543 |
100.00 |
|
100.00 |
Dematerialisation of Shares
As on 31st March, 2017, 5796220 Equity Shares representing 85.73 perecent of the total
equity capital were held in dematerialised form. Trading in shares of the Company is
permitted in dematerialised form only.
The ISIN number for BHILSPINs equity shares on NSDLand CDSL is INE436CO1014.
Share Transfer System
Matters related to share transfer and transmission are attended by the delegated
authorities on a fortnightly basis.Share transfers are registered and returned within 15
days from the date of receipt if the documents are in order in all respects 3000 Equity
shares were transferrred during the year 2016-17
Details of Public Funding Obtained in the Last Three Years
BHILSPIN has not obtained any public funding in the previous years.
Investor Correspondence
Investor correspondence should be addressed to :
Registrar & Share Transfer Agent:
MCS Share Transfure Agent Limited F-65,1STFloor, OKhla Industrial Area
Phase-1,
New Delhi - 20
Compliance Officer
Bhilwara Spinners Limited
26, Industrial Area Gandhi Nagar Bhilwara Rajasthan-311001
Registered Office
26,IndustrialArea Gandhi Nagar-Bhilwara Rajasthan-311001
Other information to the Sharesholders Green Initative
As a responsible Corporate cittizen, the Company welcome the Green Initative by sending
the communications/docments including Notices for General Meeting and Annual Reports from
time to time in electronic mode to those members who have provided thir e-mail addresses
to their Depository Participants (DP).
Shareholders who have not registered their e-mail addresses are requested to register/
update their e-mail addresses in respect of equity shares held by them in demat form with
their e-mail address in respect of equity shares held by them in demat form with their
respective DPs and in case of physical form with the Company.
Internal Complaints Commitee (ICC)
As per the Sexual Harassment of women at workplace (Prevention, Prohitibition and
Redressal) Act, 2014 which came into effect from te 9th of December 2014, the Company has
formulated a Internal Complaints Committee that will ensure a work environmnet free of all
forms of sexual harassment verbal, written, physical, visual or otherwise.
The Committee is formed as perthe statute it is headed by a women Director, it has
adequate independent representation of women from ths social and legal fields. It lays
down the whole procedure of filling complaint, enquiry, redressal of greiveance and taking
action against those who are found guilty by Committee in a fairly transparent manner.
During the year under review no incident of sexual harassment was reported.
|
For and On Behalf of the Board |
| Place :Bhilwara |
sd/- |
| Dated : May 30, 2017 |
ASHOK KOTHARI |
|
Director |
|
DIN: 00132801 |
CERTIFICATION BY DIRECTORAND CHIEF FINANCIAL OFFICER OF THE COMPANY
We Ashok Kothari, Director and Bhopal Singh Choudhary, Chief Financial Officer, of
Bhilwara Spinners Limited, hereby certify to the Board that:
(a) We have reviewed financial statements and the cash flow statement of the year and
that to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading;
(ii) These statements together present a true and fair view of the Companys affairs
and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by
Bhilwara Spinners Limited during the year which are fraudulent, illegal or violative of
the Companys code of conduct.
(c) We are responsible for establishing and maintaining internal controls for financial
reporting in Bhilwara Spinners Limited and we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting. We have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation
of such internal controls, if any, of which we are aware and the steps we have taken or
propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit Committee
(i) Significant changes in internal control over financial reporting during the year.
(ii) Significant changes in accounting policies during the year and the same have been
disclosed in the notes to the financial statements; and
(iii) Instances of significant fraud of which we have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
Companys internal control system.
(e) We affirm that we have not denied any personnel access to the Audit Committee of
the company (in respect of matters involving alleged misconduct).
(f) We futher declare that all Board members and designated senior management have
affirmed compliance with the Code of Conduct for the current year.
|
|
For BHILWARA SPINNERS LIMITED |
|
ASHOK KOTHARI |
BHOPAL SINGH CHOUDHARY |
| Place : Bhilwara |
Director |
CHIEF FINANCIAL OFFICER |
| Date : 30 May 2017 |
|
|
CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OF THE LISTING
AGREEMENT
To the Members of Bhilwara Spinners Limited
We have examined the compliance of conditions of Corporate Governance by Bhilwara
Spinners Limited, for the year ended on 31st March, 2017 as stipulated in clause 49 of the
Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the
Management. Our examination was limited to procedures and implementation thereof, adopted
by the Company for ensuring the complicance of the conditions of the Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations
given to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the above mentioned Listing Agreement.
We state that no investor grievance is pending for a period exceeding one month against
the Company as per the records maintained by the Shareholders / Investors Grievance
Committee.
We further state that such compliance is neither as assurance as to the future
viability of the Company nor the efficiency or effectiveness with which the Management has
conducted the affairs of the Company.
As per our report of even date attached
| Place: Bhilwara |
For CLB &ASSOCIATES |
| Date : 30-5-2017 |
Chartered Accountants |
|
F.R. No. 124305W |
|
CA. S. Sarupria |
|
Partner |
|
M.No. -035783 |
+91-9892691696
