Bhilwara Spinners Ltd Directors Report

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

Further your directors are glade to inform that during the year under review your Company raised its paid-up Capital by way of issue of 22,92,500 Equity Shares as Preferential basic of face value of Rs.10/- Each at a price of 65/- each(Including a premium of Rs. 55/- Per Share) and thus raised Rs.14. 90 Crore. The funds raise by preferential issue were utilized in setup of their Denim Project. Your Directors Draw attention of the members to note no 10 B to the financial statement which contain particulars in this regards.

DIVIDEND

Your Directors are unable to recommend any Dividend on the Equity Shares in view of the financial position of the Company.

DIRECTORS & KEYMANAGERIAL PERSON

Retire By Rotation: Shri.Ashok Kumar Kothari (DIN: 00132801) retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends their re-appointment in the ensuing Annual General Meeting.

Key Managerial Personnel: During the year Shri Ashok Kumar Kothari Managing Director and Chief Executive officer, Shri Anshul Kothari Director, Shri Bhopal Singh Choudhary Chief Financial Officer, Smt.Anjali Jain Company Secretary are the Key managerial Personnel Appointment and Resignation: During the financial year under Review Shri Satya Narayan Gaggar (DIN:09697213) Independent Director Resigned from the Board with effect from 23^rd May.2023 Due to Personal Reason. Directors place on Record his appreciation for the Service Rendered by Shri Satya Narayan Gaggar during their tenure on Board Your directors further Inform the member that the member of the Your directors further Inform that during the year, Ms. Shubhangi Janifer (DIN:09125625) was appointed as additional director (Non-Executive Independent Director) w.e.f 10.04.2023 (for first Term of Five year) and was approved by the members in the Annual general Meeting held on 22.09.2023 by Special Resolutions Your directors further In form that Mrs. Chitra Naraniwal (DIN :09077116) was appointed as Additional Director (Non-executive and Independent Director) w.e.f 07.10.2023 (For first Term of Five year) and approved by the members in Extra Ordinary general meeting held on 16.12.2023 by Special Resolution.

STATUROY AUDITOR

M/s. ABN & Co. Chartered Accountants, (Firm Registration No.004447C) Charted Accountants, was appointed as Statutory

Auditiors at 39th Annual General Meeting of the Company to hold office for a period of 5 years from the conclusion of 39th Annual General Meeting till the conclusion of 44th Annual General Meeting of the Company. According, they have concluded Statutory Audit for the Year 2023-2024 and shall continue to be Statutory Auditors for the Financial year 2024-2025 They have confirmed their eligibility to continue as Statutory Auditors of the Company for the Financial Year 2024-2025 under Section 141 of the Companies Act, 2013 and rules framed there under. The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report The observations made in the Auditors Report are self-explanatory and there fore do not call for any further comments.The Auditors have not reported any incident of fraud in the Company for the year under review under section 143 (2) of the Companies Act,2013.

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 R. K. Jain & Associates Company Secretaries a practicing secretaries firmas the Secretarial Auditor of the Company for the year ending 31^st march 2024, The Report of Secretarial Audit as Annexure -1.The Report of Secretarial Audit does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules 2014 ,the Company has appointed M/s A.L. Chechani & Co, Chartered Accountants as the internal auditors of the Company. The role of internal auditors includes but not limited to review of internal audit observations and monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper imple mentation,reviewing of SOPs and their amendments,if any

MODERNISATION AND EXPANSION

Your directors have pleasure to announce that Company is setup and start a new plant of 60 Looms having Capacity production of 116 lac. Mtr. Denim fabric per year at Initial stage and Trial Production expected in Second Quarter of 2024-25 Your Directors Have approved Capex Plan for Installation of 60 Loom Setup of Denim fabric at their Land at SPL-1 Rico Industrial Area.Bhilwara.

The approximate Cost of This Project will be 111.15 Crore Which is to be funded by Term Loan,preferential Allotment of share Internal Accruals and Corporate Loans.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors in form the Members that your Company is not covered within the scope of Section 135 of Companies Act. 2013 and the Rules framed there under. However, your director’s endeavor 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’ from part of the Corporate Governance Report.

The composition of the Board and its committees 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 attachedas 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 Direct ors 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.

ANNUALE VALUATION BY THE BOARD

Pursuant to the provisions of the Companies 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 Guarantees or Investments made in accordance with the requirements 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 in to by the company with any of the related party.Your Directors draw attention to the member to note no 29.2 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 Regulators 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 in to with the Stock Exchange,where the Company’s shares are listed.

A comprehensive report on corporate Governance in this regard is made part of this annual Report and a Certificate from the Sectorial Auditors of your Company i.e.M/S R.K. Jain & Associates Company Sectaries Accountants regarding compliance of the conditions of the Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements), 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, and ethical behavior and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a frame work where by the identity of the complainantis not disclosed.

INTERNAL CONTROL SYSTEMS

The Company has an internal 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 status which automatically translates in to Financial and Operational Development of the Company.

The Company’s 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 OUT GO

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.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant 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 31^stMarch. 2024 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 safe guarding the assets of the company and for preventing and detecting fraud and other irregularitiesd) the annual accounts have been prepared on a going concern basise) 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.

DISCLOSURE OF ACCOUNTING TREATMENT:

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 other wise. 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 shareholders.

for and on behalf of the Board

s/d