Bhilwara Spinners Ltd Management Discussions.

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

Phone No. :011 -414061148
Fax No. :011 -41709881
E-mail : mcscomplaintsdel@gmail.com

Compliance Officer

Bhilwara Spinners Limited

26, Industrial Area Gandhi Nagar Bhilwara Rajasthan-311001

Phone Nos. 01482-246601
Fax Nos. 01482-246461
E-mail bhilspinbs@gmail.com

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