Niwas Spinning Mills Ltd Directors Report

To the Members,

Your Directors have pleasure in presenting their 37^th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31st, 2021.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY:

The sale during the year under report was Rs.101.14 Lacs, due to sluggish market and cut throat competition. The company has earned suffered profit loss before interest, depreciation, exceptional item & tax against the Loss incurred Profit earned during the previous year. Your Directors are hopeful of Companys revival and working on taking specific measures to overcome situation.

• Financial Highlights :

(Amt. in Lacs)

	Current Period 2020-21	Previous Period 2019-20
Sales	101.14	64.88
Other Income	1.29	11.25
Total Income	102.43	76.13
Profit / (Loss) before interest, depreciation, exceptional item & tax	(32.66)	3.41
Less :
• Financial Cost	0.14	0.94
• Depreciation	12.65	0.88
Profit / (Loss) before exceptional items & taxes	(45.45)	1.59
Less : Exceptional items (Net)	46.73	--
Profit/(Loss) before tax (A)	1.291.28	1.59
Tax Provision	Nil	Nil
Profit / (Loss) after tax	1.291.28	1.59
Profit/(Loss) from discontinuing operations	1.291.28	1.59
Tax expense of discontinuing operations	--	--
Profit/(Loss) from Discontinuing operations (B)	1.291.28	1.59
Net Profit/(Loss) for the period (C) = (A)+(B)	1.291.28	1.59

2. FUTURE OUTLOOK:

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

3. DIVIDEND:

In view of the accumulated losses and to for conservation of resources, your Directors decided 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 COMPANYS 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 significant weight in the industrial production. The Company enjoys the excellent relationship with its customers, which has been built over the years by strictly adhering to delivery schedules 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 risk assessment 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.101.14 Lacs, The Company has suffered earned profit Loss before interest & depreciation against the Loss Profit of the previous year. Due Due to the cost effectiveness and appropriate allocation of resources your Company has earned the profit after interest, depreciation and tax of Rs. 1.28 Lacs. in the period under report for the year under report.

• Human Resources:

The Company continues to lay emphasis on developing and facilitating optimum human performance.

• Health & Safety:

Your Company provides and maintains, so far as practicable equipment, systems and working conditions which are safe and without risk to the health of all employees, visitors, contractors and public. Management has maintained its strong commitment to a safe environment in its operations throughout the year. The Company is well aware of the relation-ship between the textile production and related environment issues.

• Quality initiatives

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.

• Cautionary Statement:

This annual report and accounts contains certain statements with respect to the financial condition, results, operations and businesses. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future.

6. NUMBER OF MEETINGS OF THE BOARD:

During the year, Five (5) Board Meetings were convened and held on 20-07-2020, 13-082020, 31-08-2020, 10-11-2020 & 13-02-2021. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and all the Directors had attended all the Meetings.

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

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

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

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

During the year under report, there was no change in the Board of Directors of Your Company.

Pursuant to the Provisions of the Companies Act, 2013, Mr. Aditya V. Jaju (DIN:02625781) retires by rotation and being eligible offers himself for re-appointment.

10. INTERNAL CONTROLS SYSTEM AND THE ADEQUACY:

In order to attain the corporate objectives, strict internal controls systems were implemented across the organisation. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations on regular basis. The audit function maintains its independence and objectivity while carrying out assignments. It evaluates on a continuous basis, the adequacy and effectiveness of internal control mechanism. The function also proactively recommends improvement in policies and processes, suggests streamlining of controls against various risks. Your Company has laid down set of standards, processes and structure, which enables it to implement internal financial control across the Company and ensure 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 in process of appointing Independent Directors to comply with provisions of Companies Act, 2013 and the SEBI (LODR) Regulations.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The familiarization program seeks to update the Independent Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The Company is in process of appointment of Independent Directors and also working on the policy on familiarization program for Independent Directors.

13. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the prescribed details are annexed as "Annexure 1" to this report.

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

During the year under review no employee was employed who was in receipt of aggregate remuneration exceeding Rupees One Crore and two Lakh for the year or exceeding Rupees Eight 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 read with 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" to this Report.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year, the Company has not given any loans or guarantees or has made any investments 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".

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 mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

19. COMPANYS POLICY FOR PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance for sexual harassment at workplace and accordingly due care is always taken in respect of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under.

No complaints were received during the year.

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

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility Policy pursuant to the Provisions of Section 135 of the Companies Act 2013 and relevant Rules framed there under as the said provisions were not applicable to the Company as Company 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 an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration committee by filling 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 has appointed M/s. SG and Associates (FCS - 12122, COP-5722) Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report 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 was interested in getting appointed as Internal Auditor, CFO, Company Secretary, Independent Director and Women Director in the Company. Hence, due to lack of expertise knowledge and inadvertence the Company has not complied with certain SEBI (LODR) Regulations as well as Secretarial Standards (SS-1 and SS-2). Further, due to financial crunch all the shares are held in physical mode. During the year, the company is in process of appointing Internal Auditor, CFO, Company Secretary, Independent Directors and Women Director to comply with provisions of SEBI (LODR) Regulations/ Companies Act, 2013 other comments/ observations made by the Secretarial Auditor in his Report are self explanatory and do not require any further clarification.

24. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public.

25. AUDITORS:

The Companys Auditors M/s. A B N J & Co., Chartered Accountants, Mumbai (FRN: 121677W), were appointed as Statutory Auditors at 35^th AGM for a period 5 (Five) years i.e. from the conclusion of 35^th Annual General Meeting until the conclusion of 40^th Annual 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 the Company Act, 2013 to act as Statutory Auditors of the Company for the financial year 2021-22.2020-2021.

26. RESERVATION AND QUALIFICATION ON AUDITORS REPORT:

The observations, qualifications/ disclaimers, if any, made by the Statutory Auditors in their report for the Financial Year ended 31^st March, 2021 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanations or 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) OF THE COMPANIES ACT, 2013:

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

28. COMMITTIES:

I. Audit Committee:

The Audit Committee of Company consists of two non-executive Directors apart from Managing Director. It consists of all Directors. During the year under review Four (4) meetings were held of the audit committee on 20-07-2020, 27-08-2020, 10-11-2020 & 1202-2021 and attended by all.

II. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company consists of two nonexecutive Directors apart from Managing Director. It consists of all Directors. During the year under review Four (4) meetings were held of the committee on 20-07-2020, 27-082020, 10-11-2020 & 12-02-2021- and attended by all.

III. Stakeholder Relationship Committee:

The Stakeholder Relationship Committee of the Company consists of two non-executive Directors apart from Managing Director. It consists of all Directors. During the year under review Four (4) meetings were held of the committee on 20-07-2020, 27-08-2020, 10-112020 & 12-02-2021 and attended by all.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

30. SHARE CAPITAL:

The paid up equity capital as on March 31, 2021 was Rs. 1408.93 Lakhs. During the year under review, the Company has not raised money by any issues. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

31. ANNUAL RETURN:

The Company has placed a copy of Annual Return on its website at www.niwasmill.com

32. CONSERVATION OF ENERGY:

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

I) CONSERVATION OF ENERGY FORM-A	Current Year	Previous Year
a) POWER & FUEL CONSUMPTION
1 ELECTRICITY
(a) Purchased : Unit	1,94„199	62,478
Total Amount	29,92,761	11,05,796
Rate / Unit	15.41	Rs.17.69
(b) OWN GENERATION
(i) Through Diesel Generator	: Nil	Nil
Units
Units Per Ltr. Of Diesel
Cost / Unit
Through Steam
(ii) 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

CONSUMPTION PER UNIT OF PRODUCTION STANDARDS b) (IF ANY)

Products (Yarn & Towel)	0.23 Kg	0.03 Kg
Electricity	1,94,199 Units	62,478 Units
Furnace Oil	—	--
Coal	---	--
Others	—	--

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

a) Technology Absorption :

Technology absorption and R & D efforts are not applicable 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, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

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

34. CORPORATE GOVERNANCE;

The Report on Corporate Governance and Managements Discussion & Analysis Report, in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure requirement), Regulations, 2015 is annexed as "Annexure 5" and forms 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 General Meeting during the year under review except for the qualifications given in the Secretarial 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 records as 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, 2013, Regulation 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 as "Annexure 6" to this Report for the year under review.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016;

During the year under review there was no application made or pending proceeding under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT (OTS) AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS (FI);

During the year under review the Company has not taken any loan from the Bank or FI, hence there was no such valuation done.

3941. ACKNOWLEDGEMENT;

The Directors wish to place on record their sincere appreciation to the Companys employees 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 also expresses their gratitude to the Shareholders for their continued co-operation and support.

	For & on behalf of the Board,
PLACE: SOLAPUR
DATED : 01/09/2021
	(Vijay R. Jaju)
	Managing Director
	DIN: 00081475