Bhilwara Spinners Ltd - Annual Report 2021

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BHILWARA SPINNERS LIMITED CIN :- L17115 RJ 1980 PLCOO8217

Annual Report 2020 - 2021

Annual Report 2020-21

CORPORATE INFORMATION

BOARD OF DIRECTOR

BOARD OF DIRECTOR
Ashok Kumar Kothari	DIN 00132801 Managing Director
Anshul Kothari	DIN 02624500	Director
Hanuman Pokharna	DIN 03155927	Director
Smt. Sushila Kothari	DIN 00132802	Director
Arvind Tater(up to 21-5-2021)	DIN 07167125	Director
..............................................................................................................................................................................................

KEY EXECUTIVE

Ashok Kumar Kothari	Managing Dircetor & CEO
Bhopal Singh Choudhary	Chief Financial Officer
..............................................................................................................................................................................................

COMPANY SECRETARY

Neelu Mehta ..............................................................................................................................................................................................

FINANCIAL HIGHLIGHTS

			(Rs. in lac)
Particulars	2018-2019	2019-2020	2020-2021
Turnover	211	687	197
Exports	-	-	-
PBIDT	624	480	132
Interest	-	-	1
PBDT	624	480	131
Depreciation	-	-	-
Taxation	128	95	23
PAT	496	385	108
Net Worth	1800	2185	2293
Capital Expenditure	19	-	759
Book Value Per Share Rs.	26.62	32.31	33.90

BANKERS

Central Bank of India State Bank of India ICICI Bank Ltd. ..............................................................................................................................................................................................

AUDITORS

M/s ABN & Co. MUMBAI ..............................................................................................................................................................................................

REGISTERED OFFICE

26, Industrial Area Bhilwara - 311 001, Rajasthan ..............................................................................................................................................................................................

Directors' Report	3
Annexure to the Directors' Report	5
Corporate Governance	19
Shareholders' Information	25
Auditors Certificate on Corporate Governance	29
Auditors' Report	30
Balance Sheet	34
Statement of Profit and Loss	35
Cash Flow Statement	36
Notes Forming Part of the Financial Statements	37

Annual Report 2020-21

DIRECTOR'S REPORT

To The Members,

The Directors of your Company have pleasure in presenting their 40[th] Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2021

FINANCIAL RESULTS

(Rs. in Lacs)

(Rs. in Lacs)
	Financial		Previous
	Year ended		Year ended
	31-3-2021		31-3-2020
Turnover		197	687
Profit/(Loss) before Depreciation		131	480
Depreciation		0	0
Profit/(Loss) before Tax Provision for Income Tax		131	480
- Current Tax		23	95
- Deferred Tax		0	0
Profit/(Loss) after Tax		108	385
Balance brought forward		1084	699
Balance carried forward		1192	1084

OPERATIONS

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

One of your Director namely Ansul Kothari 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.

AUDITORS

M/s. ABN & Co. Firm Regn.no 004447C 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 selfexplanatory.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 R. K. Jain & Associates Company Secretaries a practicing secretaries firm

as the Secretarial Auditor of the Company for the year ending 31st march 2021,The Report of Secretarial Audit as Annexure-1. The Report of Secretarial Audit does note 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 auditiros 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 implementation, reviewing of SOPs and there amendments, if any

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.

Annual Report 2020-21

DIRECTOR'S REPORT

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 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 Statutory Auditors of your Company i.e.M/S ABN & CO 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, 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 Company's 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 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 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

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 shareholders.

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

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 31[st] March. 2021 and of the Profit and Loss of Company for the year ended on that date.

Place : Bhilwara Date : 29[th] June 2021

for and on behalf of the Board Ashok Kumar Kothari Managing Director & CEO DIN-00132801

Annual Report 2020-21

ANNEXURE 1 TO DIRECTOR'S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members,

Bhilwara Spinners Limited

26 Industrial Area,Bhilwara-311001 (Raj.)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by BHILWARA SPINNERS LIMITED (hereinafter called the Company) (CIN:L17115RJ1980PLC008217) Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms andreturns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31[st] March, 2021 , complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:-

We have examined the books, papers, minute books, forms and returns filed and other records maintained by BHILWARA SPINNERS LIMITED for the financial year ended on 31[st] March, 2021 according to the provisions of: -

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. There was no transaction relating FDI and ODI during the year under review. ( Not applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, ( Not applicable to the Company during the Audit Period );
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Audit Period );
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. ( Not applicable to the Company during the Audit Period ).
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,2009
- (Not applicable to the Company during the Audit Period)
h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
- (Not applicable to the Company duringthe AuditPeriod) and
i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
vi) Other applicable Laws like, The Factories Act, 1948; The Payment of Gratuity Act, 1972; Industrial Disputes Act,1947;The Payment of wages Act, 1936; Employees State Insurance Act, 1948; The Employees’ Provident Fund and Misc. Provisions Act, 1952;The Payment of Bonus Act, 1985; The Contract Labour (Regulation & Abolition) Act, 1970, Envi ronment Laws.

Annual Report 2020-21

vii) As informed and certified by the management, there are no other laws that are specifically applicable to the company based on their sector/industry.

We have also examined compliance with the applicable clauses of the following: -

(i) Secretarial Standards issued by the Institute of Company Secretaries of India
(ii) The Listing Agreements entered into by the Company with BSE Limited andSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:-

As per regulation 74(5) of SEBI (Depositories and Participants) Regulations,2018 regarding confirmation certificate for the Quarter ended 30.06.2020the Company has not submitted the disclosures to exchanges. As informed to us Com pany is in the process of submitting its documents to Stock Exchange.
As per Regulation 30(1) and 30(2) under SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011 regarding continual Disclosures Company has not submitted the disclosure to the stock exchange.
As per Regulation 31(4) under SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011yearly Disclo sure has not submitted to the stock exchange.

We further report that-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda, were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period the company has not undertaken any events/action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards. Note: This Report is to be read with our letter of even date which is annexed as Annexure A and forms as an integral part of this report.

Place : Bhilwara Date : 10.08.2021

For R.K.Jain & Associates Company Secretaries

CS R K Jain Proprietor COP-5866 FCS-4584 UDIN:F004584C000765674

Annual Report 2020-21

R K Jain & Associates

Company Secretaries 5-A-25,”Shubham” R C Vyas Colony, Bhilwara-311001 (Raj.) M. 94 141 10844, Phone 01482-225844 Email:[email protected]

ANNEXURE "A"

To,

The Members, Bhilwara Spinners Limited 26 Industrial Area, Bhilwara-311001 (Rajasthan)

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the company. Our respon sibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assur ance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the pro cesses and practices we followed provide reasonable basis of our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
Wherever required, we have obtained the Management Representation about the compliances of laws, rules and regulations and happening of events etc.
The compliances of the provisions of corporate and other applicable laws, rules, regulations, stan dards are the responsibility of management. Our examination was limited to the verification of proce dures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place : Bhilwara Date : 10.08.2021

For R.K.Jain & Associates Company Secretaries

CS R K Jain Proprietor COP-5866 FCS-4584 UDIN:F004584C000765674

Annual Report 2020-21

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members, Bhilwara Spinners Limited 26 Industrial Area, Bhilwara-311001 (Rajasthan)

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors ofBhilwara SpinnersLimited havingCIN:L17115RJ1980PLC008217and having registered office at , 26 Industrial Area Bhilwara-311001, Rajasthan, India ( hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial year ending on 31[st] March, 2021 have not been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairsor any such other Statutory Authority.

Sr.No	Name of the Director	DIN	Status of DIN
1	Ashok Kumar Kothari	132801	Active
2	Sushila Kothari	132802	Active
3	Anshul Kothari	2624500	Active
4	Hanuman Pokharna	3155927	Active
5	Arvind Kumar Tated	7167125	Active

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place:Bhilwara

Date:10.08.2021

For R.K.Jain & Associates Company Secretaries

CS R K Jain Proprietor FCS-4584 COP-5866 UDIN:F004584C000765674

Annual Report 2020-21

ANNEXURE -II TO DIRECTORS' REPORT

Form No MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March, 2021

[Pursuant to Section 92 (3) of the Comanies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :
i) CIN

: CIN L 17115 RJ 1980 PL C00 8217

ii) Registration Date : 7[th ] June 1980 iii) Name of the Company : BHILWARA SPINNERS LIMITED iv) Category/ Sub-Category of the Company : Public Company / Company limited by shares v) Address of the Registered office and 26, Industrial Area gandhi Nagar-BHILWARA contact detail Tel No. 91-1482-246601, 91-1482-246461 Email - [email protected]

vi) Whether listed compay

: Yes

vii) Name Address and Contact details of : MCS share Transfure Agent Ltd. Registrar and Transfer Agent, if any : f-65 I[st ] floor okhia Industrial Area, Phase- 1 New Delhi - 20 Phone 011 - 414061148, Fax-011 41709881 E mail :-admin@mcsregistrars,com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SI. No.	Name and Description of main products / services	NIC Code of the Product / service	% to total turnover of the company

III. SHARE HOLDING PATTERN (equity share capital breakup as percentage of total equity)

i) Category -wise Share Holding

Category of Shareholders	Category of Shareholders	No. of Shares held at the beginning of theyear 01.04.2020	No. of Shares held at the beginning of theyear 01.04.2020	No. of Shares held at the beginning of theyear 01.04.2020	No. of Shares held at the beginning of theyear 01.04.2020	No. of Shares held at the end of the year 31.03.2021	No. of Shares held at the end of the year 31.03.2021	No. of Shares held at the end of the year 31.03.2021	No. of Shares held at the end of the year 31.03.2021	% Change during the year
		Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
(A)	Promoters
1	Indian
(a)	Individual / HUF	800	-	800	01	800	-	800	01	-
(b)	Central Govt	-	-	-	-	-	-	-	-	-
(c)	State Govt (s)	-	-	-	-	-	-	-	-	-
(d)	Bodies Corporate	3346740	-	3346740	49.49	3346740	-	3346740	49.50	-
(e)	Bank /FI	-	-	-	-	-	-	-	-	-
(f)	Any Other	-	-	-	-	-	-	-	-	-
	SUbtotal (A ) (1)	3347540	-	3347540	49.50	3347540	-	3347540	49.51	-

10	10	10	10	10	10	10	10	10	10	10
Category of Shareholders		No. of Shares held at the beginning of theyear 1.04.2020 No. of Shares held at the end of the year 31.03.2021								% Change during the year
		Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
2	Foreign
(a)	NRIs - Individual	-	-	-	-	-	-	-	-	-
(b)	Other - Individuals	-	-	-	-	-	-	-	-	-
(c)	Bodies Corporate	-	-	-	-	-	-	-	-	-
(d)	Banks/ FI	-	-	-	-	-	-	-	-	-
(e)	Any Other	-	-	-	-	-	-	-	-	-
	SUbtotal (A ) (2)	-	-	-	-	-	-	-	-	-
	Total Shareholding of Promoters (A) = (A) (1) + (A) (2)	3347540	-	3347540	49.51	3347540	-	3347540	49.51	-
(B)	Public Shareholding
1	Institutions
(a)	Mutual Funds	-	2200	2200	.03	-	2200	2200	.03	-
(b)	Banks /FI	-	-	-	-	-	-	-	-	-
(c)	Central Govt	-	-	-	-	-	-	-	-	-
(d)	State Govt (s)	-	-	-	-	-	-	-	-	-
(e)	Venture Capital Funds	-	-	-	-	-	-	-	-	-
(f)	Insurance Companies	-	-	-	-	-	-	-	-	-
(g)	Flls	-	-	-	-	-	-	-	-	-
(h)	Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
(i)	Other	-	-	-	-	-	-	-	-	-
	Sub- total (B) (1)	-	2200	2200	.03	-	2200	2200	03	-
B-2	Non - institutions
(a)	Bodies Corporate
	i) Indial	1037463	7800	1045263	15.46	489263	7800	497063	7.35	-
	ii) Overseas	-	-	-	-	-	-	-	-	-
(b)	Individuals
	i) Individual Shareholders holding nominal share capital up to Rs.1 lakh	1001643	862700	1864343	27.58	1071560	861100	1932660	28.59	-
	i) Individual Shareholders holding nominal share capital in excess of Rs.2 lakh.	501784	-	501784	7.43	981667	-	981667	14.52	-
	Total Public	2 2540890	872700	3413590	3 50.50	2542490	871.100	2 3413590	50:49	2
	G. Total	5888430	872700	6761130	100	5890030	871100	6761130	100.0

Annual Report 2020-21

(ii)		Shareholding of Promoters	Shareholding of Promoters	Shareholding of Promoters
S.		Shareholder's		Shareholding at the beginning of												Shareholding at the end			of
No.							theyear 01-04-2020										the 31-3-2021									% change in
				No. of Shares			% of total Shares of thecompany				% of Shares pledged/ encumbered to total shares					No. of Shares	% of total Shares of the company % of Shares pledged/ encumbered to total shares								share holding duriing the year
1		Sushila Kothari		800					.01		-					800	.01					-					0.00
(iii) 2		3346740 49.50 - 3346740 49.50 - 0.00 Change in promoter's Shareholding (please specify, if there is no change) Shareholding at the beginning Cumlative shareholding Ahinsa Infrastructure & Doveloers Ltd.
SI.												of	the			year 01-04-2020 during					the Year				-31-03-2021
No.												No.	of			% of total shares No. of							%	of			total shares
		At the beginning of theyear										Shares of the 3347540					company 49.51 Shares						of		the company
		Date wise Increase / decrease in Promoters Shareholding
		during the year specifying the reasons for						increase/decrease				NIL
		(e.g. allotment / transfer/	bonus/		sweat equity etc.) :
																		3347540									49.51
						AT THE END OF THE				YEAR		3347540					49.51
(iv) Shareholding Pattern of top ten					Shareholders (other						than Directors			Promoters and Holders of GDRs						and ADRs)
S. No.		Name					Shareholding				Date				Increase/ Decrease		Reason		Cumulative Shareholding during the year (01-04-20 to 31-3-2021)
						No. of			% of total							in Share
						Shares			Shares							holding
									of the Company												No. of Shares					% of total shares of the company

1	FASHION SUITINGS PVT. LTD.					1000000			14.79		Various	Dates				-535505	MARKET SALE						464495					6.87
2	SHASHI JAIN						82054		1.21		Various	Dates				17500	MARKER PURCHASE						99554					1.47
3	SANDEEP KUMAR KOTHARI (HUF)						52574		0.78		Various	Dates				2465	MARKER PURCHASE						55039					0.81
4	PRAVIN KANTILAL JAIN VAKIL						38263		0.57		Various	Dates				-28714	MARKET SALE						9549					0.14
5	SOURABH KOTHARI						35423		0.52		Various	Dates				55513	MARKER PURCHASE						90936					1.34
6	POOJA JAIN						34992		0.52		Various	Dates				0	NO CHANGE						34992					0.52
7	PUNEET KOTHARI (HUF)						34648		0.51		Various	Dates				5402	MARKER PURCHASE						40050					0.59
8	VINOD KUMAR BUMB (HUF)						23900		0.35		Various	Dates				61000	MARKER PURCHASE						84900					1.26
9	CHANDA KOTHARI						25140		0.37		Various	Dates				52897	MARKER PURCHASE						78037					1.15
10	SANDEEP KUMAR KOTHARI						0		0		Various	Dates				72169	MARKER PURCHASE						72169					1.07
11	ABHINAV VINODKUMAR JAIN						0		0		Various	Dates				67000	MARKER PURCHASE						67000					0.99
12	ANJALI JAIN						0		0		Various	Dates				64160	MARKER PURCHASE						64160					0.95
13	KEWAL CHAND BUMB						25700		0.38		Various	Dates				33901	MARKER PURCHASE						59601					0.88
14	ANITA KOTHARI						23846		0.38		Various	Dates				35147	MARKER PURCHASE						58993					0.87

Annual Report 2020-21

V) Shareholding of Directors any key managerial personnel

S. No.	Name	Shareholding	Shareholding	Date	Increase/ Decrease in Shareholding	Reason	Cumulative Shareholding during the year (01-04-20 to 31-3-2021)	Cumulative Shareholding during the year (01-04-20 to 31-3-2021)
		No. of Shares at the beginning (01-04-2019) End of the year (31-03-2020)	% of total Shares of the Company				No. of Shares	% of total shares of the company
1	B. S. Choudhary Chief Financial Officer & K.M.P	1427	.02	-	0	Nil movement during the year	1427	.02
		1427	.02	-			1427	.02

(V) INDEBTENDNESS

Indebtedness of the Company including interest outstanding/accrued but not for payment


		Secured
SI. No.		Loans excluding		Unsecured Loans	Deposits		Total Indebtedness
		deposits
A	Indebtediness at the beginningof the financialyear
(i)	Principal Amount
(ii)	interest due but notpaid
(iii)	Interest accrued but not due
	Total(i+ii+iii)
B	Change in indebtedness during the financialyear					NIL
	* Addition
	* Reduction
	Net Change
C	Indebtedness at the end the financialyear
(i)	Principal Amount
(ii)	Interest due but notpaid
(iii)	Interest accrued but not due
	Total(i+ii+iii)
(VI)	REMUNERATION OF DIRECTORS
	A.Remuneration to Director
SI. No.	Particulars of Remuneration		Shri Ashok Kothari Director & CEO*			Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17 (1) of
	the Income - tax Act, 1961
	(b)Value ofparquisites u/s 17(2)Income-tax Act, 1961
2	(c)Profits in lieu of salaryunder section 17(3)Income-tax Act Stock Option	1961		NIL			NIL
3	Sweat Equity
4	Commission
	-as% ofprofit
	-others, specify
5	Others,please specify Total(A)

No remuneration paid to Shri Ashok Kumar Kothari Mananging Director & CEO of the Company

Annual Report 2020-21

B. Remuneration to other director

S. No.	Particulars of Directors	Fee for attending board committee meetings	Commission	Others	Total Amount
1 i ii 2 i ii	Independent Shri Hanuman Pokharna Shri Arvind Tater Total B(1) Other Non-Executive Directors Shri Ansul Kothari Smt. Sushila Kothari Total B (2) Total (1) + B (2)	NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL NIL	NIL NIL NIL NIL NIL NIL NIL

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

SI. No.	Particulars of Remuneration	Shri Ashok Kothari Director & CEO*	B. S. Choudhary Chief Financial Officer & K.M.P	Neelu Mehta Company Secretary	Total
1	Gross salary

	(a) Salary as per provisions contained in section 17(1)of the Income - tax Act, 1961		1072191	120000	1192191
	(b) Value of parquisites u/s 17(2) Income-tax Act, 1961		12000	7200	127200
	(c) Profits in lieu of salary under section 17 (3) Income-tax Act 1961	NIL	-	-	-
2	Stock Option		-	-	-
3	Sweat Equity		-	-	-
4	Commission		-	-	-
	-as% ofprofit		-	-	-
	-others,specify		-	-	-
5	Others, please specify		-	-	-
	Total(A)		1192191	127200	1319391

For and on behalf of The Board

SdAshok Kumar Kothari Managing Director & CEO DIN 00132801

Annual Report 2020-21

ANNEXURE-III TO DIRECTOR'S REPORT NOMINATION & REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, every Listed Company is required to constitute a Nomination and Remuneration Committee with at least two or more Non-Executive Directors, out of which not lesss than one half shall be independent Directors. The Company has a Nomination and Remuneration Committee with two Non Executive Independent Directors.

The Nomination and Remuneration Committee and its Policy being in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules so also, SEBI (Listing Obiligations and Disclosure Requirements) Regulations, 2015 applies to the Board of Directors, Key Managerial Personnel and the Senior management Personnel of the Company.

"Key managerial personnel (KMP) means and comprise-

π Managing Director & Chief Executive officer;
π Whole-time Director;
π Company Secretary;
π Chief Financial Officer;
π Such other Officer as may be prescribed.

Senior Management comprisee the personnel of the Company who are members of its core management team, excluding the Board of Directors, so also, that whould also include all members of management one level below the Executive Directors, including Functional Heads.

Role and Objective of the Committee:

To Formulate the criteria for determining qualifications, positive attributes and independence of a Director.
Identify persons who are qualified to become Director and who may be appointed in senior management positions in accordance with the criteria laid down in the policy.
Recommend to the Board the appointment and removal of Directors and Senior Management.
Carry out evaluation of every Director's performance.
Furmulate criteria for evaluation of independent Directors and the Board.
Recommend to the Board a Policy, relating to the remuneration for the directos, key managerial personnel and senior management.
To devise a policy on Board diversity.
To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and moti vate Directors of the quality required to run Company successfully.
To ensure the relationship of remuneration to perfor mance is clear and meets appropriate performance benchmarks.
To develop a Succession Plan for the Board and to review is regularly.
To perform such other functions as may be referred by the Board or be necessary in view of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 and the provisions of the Companies Act, 2013 and Rules made thereunder.

Membership :

The committee shall comprise at least Two (2) Directors, all of whom shall be Non-Executive Directors and at least half of them shall be independent.
Minimum two (2) members shall consitute a Quorum for a Committee meeting.
Membership of the Committee shall be disclosed in the Annual Report.
Term of the Committee shall be contunued unless terminated by the Board of Directors.

Chairman:

Chairman of the Committee shall be an independent Director.
Chairman of the Company may be appointment as a member of the committee but shall not Chair the Committee.
In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.
Chairman of the Nomination and Remuneration Committee hould be present at the Annual General Meeting or may nominate some other member to answer the share holder's queries.

Frequency of Meetings:

The meeting of the Committee shallbe held at such regular intervals as may be reuqired.

Committee Member's Interests:

A member of the Committee is not entitied to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.
The Committee may invite such executives, as it con siders appropriate to be present at the meetings of the committee.

Voting :

Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes, be deemed to be a decision of the Committee.

Annual Report 2019-20

15

In the case of quality of votes the Chairman of the meeting will have a casting vote.

Appointment of Directors/ KMP/Senior Officials:

While recommending a candidate for appointment, the Committee shall have regard to :

π Assessing the Appointee against a renge of criteria which include but not limited to qualification, skills, experience, background and other qualities required to operate successfully;
π The experience and knowledge that the appointee brings to the role of KMP/Senior OFfficials, which, in turn, will enhance the skill sets and experience of the Board as a whole;
π The nature of existing positions held by the appointee including directorship and such other relationship and the impact of the same on the Company's welfare.

Letter of Appointment:

Each Director/KMP/Senior Official is required to sign the duplicate copy of the letter of appointment issused by the Company, which contains the terms and conditions of his/ her appointment.

Policy on Board Diversity:

The Nomination and Remuneration Committee shall ensure that the Board of Directors have the Combination of Directors from different areas/fields or as may be considered appropriate in the best interests of the Company. The Board shall have atleast one Board member who has accounting/financial management expertise.

Remuneration of Directors, Key Managerial Personnel and Senior Management:

The salaries of Directors, Key Management Personnel and other senior officials shall be based and determined on the individual person's responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

1. Fixed Pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee in accordance with the statutory provisions of the Companies Act, 2013, and the Rules made thereunder for the time being in force. The salary paid need to be competitive and reflective of the individual's role, respon sibility and experience in relation to performance of dayto day ectivities to be usually reviewed on an annual basis;

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the prior

approval of the Central Government.

3. Provision for excess remuneration:

If any Managerial Person draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Companies Act, 2013 or without the prior sanction of the Central Government where required, he/she shall refund such sums to the Company and until such sum is refunded, Hold it in trust for the company The Company shall not waive recovery of such sum refundable to it, unless per mitted by the Central Government.

4. Increment:

Increments to the existing remuneration/Compensation structure may be recommended by the Committee to the Board, which should be within the slabs approved by the Shareholders in the case of Managerial Person.

Remuneration to Non-Executive/Independent Director:

1. Remuneration/Commission:

The remuneration/commission shall be in accordance with the statutory provisions of the Companies Act, 2013, and the Rules made there under for the time being in force.

2. Sitting Fees:

The Non- Executive/Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee (s) there of, Privided that the amount of such fees shall not exceed the maximum amount as provided by the Companies Act, 2013 per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

Other Provisions:

π Section 197 (1) of the Companies Act, 2013 provides that the total managerial remuneration payble by the Company to its Directors. Including Managing Director and Whole time Director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.
π The Company with the approval of the shareholders and Central Government, may authorise the payment of remuneration exceeding eleven precent of the net profit of the company. Subject to the provision of Schedule V.
π The Company may. with the approval of the shareholders, authorise the payment of remuneration upto five percent of the net profits of the Company to its any one Managing Director/Whole Time Director/Manager and ten percent in case of more than one such offical.
π The Company may pay remuneration to its Director, other than managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a Managing Director or Whole Time Director or

Annual Report 2020-21

Manager and three percent of the net profits in any other case.

π The independent Director Shall not be entitled to any stock Option.

Evaluation/Assessment of Director/KMPs /Senior Officials of the Company

The evaluation/assessment of the Director. KMP's and the senior officials of the Company is to be conducted on an annual basis and to satisfy the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,2015.

The Following Criteria may assist in determining how effective the performance of the Director/KMPs/Senior officials has been :

π Leadership & stewardhip abilities
π Assess policies, structures & procedures
π Regular monitoring of corporate result against projections
π Contributing to define corporate objectives & plans
π Obtain adequate, relevant & timely information.
π Review achievement of strategic and operational
π plans, objectives, budgets
π Identify, monitor & mitigate significant corporate risks
π Directly monitor & evaluate KMPs, senior officials
π Review management's Sucession Plan
π Effective meetings
π Clearly defining role & monitoring activites of Committes
π Review of ethical conduct

Evaluation following the aforsaid parameters, will be conducted by the independent Director for each of the Executive/Non-independent Directors in a separate meeting of the Independent Directors.

The Executive Director/Non-independent Directors along with the Independent Directors will evaluate/assess each of the Independent Director relative to the aforesaid paraments. Only the Independent Director being evaluated will not participate in the the said evaluation discussion.

DEVIATIONS FROM THIS POLICY :

Deviation on elements of this policy, when deemed neceddary in the interests of the Company, will be made if there are specific reasons to do so in an individual case

For and on behalf of The Board

Date : 29-6-2021 Place: Bhilwara

SdAshok Kumar Kothari Managing Director & CEO DIN 00132801

ANNEXURE - IV to DIRECTORS' REPORT

Particulars of Energy Conservation, Technology Abdorption and Foreign Exchange Earning and Outgo required under Companies (Accounts) Rules, 2014

I. Conservation of Energy
(a) Energy conservation measures taken:

Not applicable

(b) Additional Investment & Proposals, if any, being Implemented for reduction of consumption of energy:
(c) Impact of measures at (a) & (b) for reduction of energy consumption and consequent impact on the cost of production of goods.
II. TECHNOLOGY ABSORPTION

Not Applicable

III. Foreign Exchange Earnings and Outgo.

During the year there were no foreign exchange transactions.

For and on behalf of The Board

Date : 29-6-2021

Place: Bhilwara

SdAshok Kumar Kothari Managing Director & CEO DIN 00132801

Annual Report 2020-21

ANNEXURE - V TO DIRECTOR'S REPORT

DETAILS PERTAINNING TO RENUMERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Median Salary for FY 2020-21

Name of the Director

Sh. Ashok Kumar Kothari

Since there is only Two Employee of the Company, the median cannot be calculate.

Remuneration for the Ratio Financial Year 2020-21 ( Rs. in lac)

0.00

*No remuneration is paid to Shri Ashok Kumar Kothari Managing Director & CEO of the Company.

(ii) the perecentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary or manager, if any, in the financial year

Name of the Director/ Manager Remuneration for the % Increase Financial Year 2020-21 in remuneration (Rs. in lac) 1 Shri Ashok Kothari 0 - 2. B.S. Choudhary 11.92 6 % 3. Neelu Mehta 1.27 -

3. Neelu Mehta

No remuneration is paid to Shri Ashok Kumar Kothari Managing director & CEO of the Company

(iii) the percentage increase in the median remuneration of employees in the financial year;

% increase in the Median Since there is only two employees of the Company, remuneration of the the median cannot be calculate. employees in the FY

(iv) the number of permanent employees on the rolls of company;

No. of Permanent Emoployees 2 as on 31 March 2021

(v) The explanation on the relationship between average increase in remuneration and Company performance:

Sh. Ashok Kothari Managing Director of the Company does not draw any remuneration.

(vi) Comparison of the remuneration of the Key Managerial Parsonnel against the performance of the Company: The remuneration Paid to Key Managerial Personnel is in line with the performance of the Company.

(vii) affirmation that the remuneration is as per the remuneration policy of the company.

Yes it is affirmed that the remuneration is as per the remuneration policy of the Company.

Place - Bhilwara Camp Dated-29-06- 2021

For and on behalf of The Board

SdASHOK KUMAR KOTHARI Managing DIRECTOR DIN 00132801

ANNEXURE - V TO DIRECTOR'S REPORT

Statement of particulars of Employees. pursuant to Section 197 of Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. The name of the top Employee in terms of remuneration drawn.

Since there is only Two employee in the Company, his remuneration details are as follows :

==> picture [659 x 218] intentionally omitted <==

----- Start of picture text -----

S. Remuneration experance Commencement No. of Whether Age
No. Name of Employee Designation (Rs. In Lacs) Qualification (Years) of Employment Shares Premanent/ (years)
Held Contractual
1 Bhopal Singh Choudhary CFO 11.92 M.COM 36 26 -08- 1986 1427 Permanet 58
2 Neelu mehta Company 1.27 B.COM & C.S. 11 01- 04 - 2010 0 Contractual 34
Secretary
B. Persons employed throughout the financial year & paid Rs. one crore two lac P.A. or more.
No. employee is drawing remuneration in excess of the limits precribed under the said provision.
C. Persons employed part of the financial year and paid Rs. 8 lac 50,000 P.M. or more :- NIL
----- End of picture text -----

Annual Report 2020-21

Corporate Governance 2020-21

Company's Philosophy on Corporate Governance

The Company adopts the best practices and highest standards of Corporate Governance through transparency in the information, highest standards of professionalism honesty, ethical behavior, accountability to the sharehoders, stakeholders, customers etc. Good Corporate Governance underpins the success and integrity of the organizations, institutions and markets. The Company recognizes that good governance is a continuing exercise and reiterates its commitment to pursue highest standards of Corporate Governance in the overhall interest of all its stakeholders. The Philosophy of the Company is to maintain the level of ethics in all its dealings in order to achieve its goal of building the trust of investors in the Company.

The Borard of Directors of Bhilwara Spinners Limited (the "Company") sets high Standards and exercises its fiduciary responsibilities in the widest sense of the term.

Board of Directors

Composition of the Board

The Company is managed by its Board of Directors, which formulate strategies, policies and review its performance periodically. As on 31[st] March,2021, BHILSPIN's Board comprises of 5 (five) Directors, out of which 4 (Foure) Directors are Non-Executive. Among the Non- Executive, 2 (Two) Directors comprising 40 % of othe total strength of the Board, are Independent Directors which were drawn from diverse fields / professions.

Number of Board Meetings

During 2020-2021 the Board of BHILSPIN met four times on 26[th] June 2020, 13[th] Aug, 2020 12[th] November, 2020, and 12[th] february, 2021 The maximum time gap between any two consecutive meetings was less than hundred and twenty days.

The Company in consultation with all the directors of the Company prepares a Tentative Calendar for the next Meetings of the Board/ Committee to ensure the presence of all the directors in the meetings. Agenda papers containing all the necessary information are sent well in advance to all the directors of the Company so as to enable the directors to become aware of all the facts on timely basis.

Directors' Attendance Record and Directorship Held

SI. No.	Name Director	Category	No. of Meetings held in 2020-21 duringtenure	No. of Meetings held in 2019-20 attended	No. of outside Director ships of public companies*	No. of Outside Board-level Committees where Chairperson or member #	No. of Outside Board-level Committees where Chairperson or member #
						member**	Chairperson
1	Mr. Ashok Kumar Kothari	Promoter - Executive	4	4	-	-	-
2	Mr. Anshul Kothari	Promoter - Non - Executive	4	4	-	-	-
3	Mr. Hanuman Pokharna	Independent-Non Executive	4	4	-	-	-
4	Mrs Sushila Kothari	Promoter - Non - Executive	4	4	-	-	-
5	Mr. Arvind Tater ***	Independent-Non Executive	4	4	-	-	-

Note : * Excludes Directorships in private limited companies foreign companies memberships of management committees of various chambers, bodies and section 8 companies

Includes Audit and Stakehoders Relationship Committees only.
** Includes Committe Chairmanships
*** Demise 20-5-2021

The Previous Annual General Meeting of the Company was held on 24[th] September, 2020 and was attended by sh. Ashok Kumar Kothari , Director and Hanuman pokharna Audit Committee.

None of the Directors is a member of more than 10 Board level committees and Chairman of 5 such committees across all the Public Companies in which he/ she is a Director.

Annual Report 2020-21

20

Independent Director means Director as mandated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and section 149(6) of the Companies Act, 2013 All the Independent Directors have given the declaration of their independence at the beginning of the financial year or at the time of their co-option on the Board.

The information placed before the Board includes ;

The Board has complete access to all information about the Company. The following information is regularly provided to the Board :

π Quarterly results for the Company and operating divisions and business segments.
π Minutes of the meetings of the Audit Committee and other Committees of the Board.
π Information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Compny Secretary.
π Any material default in financial obligations to and by the Company or substantial nonpayment for goods sold by the Company.
π Sale of material nature of investments, subsidiaries, assets, which is not in the normal course of business.
π Non-compliance of any regulatory. statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer among others.

Sharehoding of Non-executive Directors

Equity shares and Convertible Instruments held by Non-Executive Directors as on 31[st] March, 2021

Name of Director	Category	Number of Equity shares held	Convertible Warrants
Mr. Ansul Kothari	Promoter Non - Executive	NIL	NIL
Mr. Hanuman Pokharna	Independent - Non- Executive	NIL	NIL
Mrs Sushila Kothari	Promoter Non - Executive	800	NIL
Mr. Arvind Tater***	Independent - Non- Executive	NIL	NIL

*** Demise 20-5-2021

Board- Level Committees

I. Audit Committee

As on 31st March, 2021 Bhilspin Audit Committee comprised two members namely Mr. Ashok Kumar Kothari Mr. Hanuman Pokharna of whom, including the Chairman of the Committee are Promoter while the second is a Non-Executive Independent Director. The terms of reference of the Audit Committee are in conformity with those mentioned in SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 as well

As Section 177 of the Companies Act, 2013 In 2020-21 the Audit Committee met times on 26[th] June, 2020 13[th ] August , 2020, 12[th] November 2020 and 12[th] February, 2021.

Details of the Audit Committee

Details of the Audit Committee
Name of the Member	Category	No. of Meetings held during tenure	No. of Meeting Attended
Shri Hanuman Pokharna (Chairman)	Independent, Non- Executive	4	4
Sh. Ashok Kothari	Promoter, Executive	4	4

Mr. B.S. Choudhary Chief Financial Officer of the Company was the Secretary to the Committee who has since been acting as Secretary to the Committee. Invitees to the Audit Committee include the representative of the Statutory Auditors.

Annual Report 2020-21

21

The Chairman of the Audit Comittee attended the Annual General Meeting held on 25[th ] September 2020 and was avilable to answer shareholder queries.

Company has performed all functions mentioned in the terms of reference of the Audit Committee as listed under SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015.

BHILSPIN has Systems and procedures in place to ensure that the Audit Committee mandatorily reviews wherevery applicable:

π Management Discussion and Analysis of the financial condition and results of of the Company
π Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management
π Management letters / letters of internal control weaknesses issued by the Statutory Auditors
π The uses/ applications of funds raised through public isues rights issues preferential issues by major category (capital expenditure, sales and marketing, working capital among others), as part of the quarterly declaration of finacial results whenever applicable
π Statement certified by the Statutory Auditors, On an annual basis detailing the use of funds raised through public issues, rights issues, preferential issues for purposes other than those stated in the offer document/ prospectus/ notice if applicable

The Audit Committee is empowered to :

π Investigate any activity within its terms of reference and to seek any information it requires from any employee
π Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary

II. Nomination and remuneration Committee

a) Terms of reference

The terms of reference of Nomination and Remuuneration Committee are in line with the Provision as contained in section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which included the following :-

π Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria and recommend to the Board their approval and removal.
π Carry out the evaluation of directors perofrmance
π Formulate the criteria for determining qualification, positive attributes and independence of a director.
π Recommend to the Board a policy relating to the remuneration for the directors, KMP and other Employees.
π Carry out such other functions as are required or appropriate in discharging their duties.
π Devising a policy on diversity of Board of Directors.
π To determine whether to extend or continue the term of appointment of Independent Director on the basis of the report of performance evaluation of Independent Directors.

b) Compostion of the Committee

As on 31[st] March 2021, BHILSPIN's Nomination and Remuneration Committee comprised Three members one of whom including the Chairman of the Committee, are independent while the second is a promoter Director. and Third is Independent Directar The Nomination and Remuneration Committee met one times on 29[th] June 2020,

Sr. No.	Name of the Member	Category	No. of Meetings held during tenure	No. of Meeting Attended
1	Shri Hanuman Pokharna (Chairman)	Independent, Non- Executive	1	1
2	Shri Ansul Kothari	Promoter, Non- Executive	1	1
3	Shri Arvind Tater(Demise 20-5-2021)	Independent, Non- Executive	1	1

Annual Report 2020-21

Nomination and Remuneration Policy

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant provisions of the Companies Act, 2013 the Company has framed a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management which is approved by the Board of Directors on the Recommendation of the Nomination and Remuneration Committee.

The terms of reference of the Nomination and Remuneration Committee, inter alia, incluides detemination of salary, perquisites, commission to be paid to the Company's Managing Directors (s) and whole time Directors, recommend to the Board retirement benefits to be paid to the Managing Director (s) and whole time directors The compensation terms of Executive Directors are approved by the Board of Directors upon recommendation of the Nomination and Remuneration Committee and subsequently approved by the shareholders in the General Meeting The Nomination and Remuneration Committee recommends the remuneration based on the criteria such as responsibilities given, past track record of performance industry standards and various other factors.

Remuneration of Directors

Remuneration Paid to Directors for 2020-21

Name of Director	Category	Sitting fees	Salaries, allowances and Perquisites	Comission	Total
Mr. Ashok Kumar Kothari	Promoter- Executive	-	-	-	-
Mr. Anshul Kothari	Promoter - Non - Executive	-	-	-	-
Mr. Hanuman Pokharna	Independent-Non Executive	-	-	-	-
Mrs Sushila Kothari	Promoter - Non - Executive	-	-	-	-
Mr. Arvind Tater	Independent-Non Executive	-	-	-	-

During the year ended the 31[st] March, 2021 the Company did not advance any loans to any of its Directors. The Company does not have any Stock Option scheme.

III. Stakeholders Relationship & Investors' Grievances Committee

As on 31[st] March, 2021, the Company's Stakeholders' Relationship Committee comprised of three Directors Shri Ansul Kothari (Chairman) Shri Arvind Tater and Smt. Sushila Kothari.

The Committee mainly look into the matters pertaining to Redressal of the Stakeholders' grievances and related matters. The Committee received 6 complaint from the shareholders during the financial year under review.

No Stakeholders Grievance remained unattended / pending for more than 15 days There were no complaints pending disposal as on the 31[st ] March, 2021 No request for dematerialization of Equity Shares of the Company was pending for approval as at the 31[st] March 2021.

During 2020-21,the Committee met four times on 26[th ] June 2020,13[th] August 2020,12[th] November 2020 and 12[th] February, 2021

The Company also has a Share Transfer Committee to deal with the requests of transfer /transmission of Equity Shares, Issue of Duplicate Share Certificates and Consolidation /Replacement of Share Certificates re-materialisation of shares etc.

The Share Transfer Committee presently comprises of :

1) Shri Ansul Kothari

2) Shri Arvind Tater

The Share Transfer Committee of the Company meets as often as required under the chairmanship of Shri Anshul Kothari Director. All valid requests for share transfer received during the year have been acted upon by the Company within the stipulated time limit.

To expeditiously approve tranfer of shares, Shri Ansul kothari Director and Shri B.S. Choudhary- Chief financial Officer also attend and approve the Share Transmission Requests on forthnightly basis under the delegated authorisation of the Board of Directors.

Annual Report 2020-21

23		Annual Report 2020-21
Nature of Requests	No. of requests Received during the year	No. of Shares Received during the year
Duplicate Share Certificates	0	0
Consolidated / Torn Certificates	0	0

Pursuant to Regulation 7 (3) of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 certificate on half yearly basis, duly signed by the compliance officer and the authorized representative of the share transfer agent certifying that all activities in relation to both physical and electronic share transfer facility are maintained with Registrar to an issue and share transfer agent.

Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges and Regulation 40 (9) of th SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certificate on half yearly basis, have been issued by a practicing Company Secretary for due compliance of share transfer formalities by the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT :

A qualified practicing Company Secretary carries out a Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and central Depository Services (India) Limited (CDSL) and the total issued and listed capital and places the report for the perusal of the Board.

The report confirms that the total issued and listed capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL an CDSL.

General Body Meetings

Details of the Previous Annual General Meetings

Year	Date	Time	Location	Special resolution (s) Passed
2017-18	25thSetember ,2018	11.00 am	26 industiral area Bhilwara Rajasthan -311001	----
2018-19	25thSetember ,2019	11.00 am	26 industiral area Bhilwara Rajasthan -311001	----
2019-20	24thSetember ,2020	11.00 am	26 industiral area Bhilwara Rajasthan -311001	----

No Special Resolutions were taken up in the last three Annual General Meetings :

POSTAL BALLOT/E-VOTING

During the year under review, no resolution was passed through Postal Ballot and e-voting.

DISCLOSURES

a) Related Party Disclosure

As required by the Accounting Standard AS-18, the details of Related Party Transactions are given in Note 27.ii to the Annual Accounts.

b) Disclosure of Accounting Treatment in preparation of Financial Statements

The Company has adopted Ind As and the adoption was carried out in accordance with Ind As 101 First time adoption of Indian Accounting Standerd

c) Risk Management

The Company has a well -defined risk management framework in place. Under this framework, the Management identifies and monitors business risks on a continuous basis and initiates appropriate risk mitigation steps as and when deemed necessary. The Company has established procedures to periodically place before the Board the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate those risks through a properly defined framework

d) Details of Non- Compliance by the Company in Previous Years

with regard to the matters related to capital markets, the Company has complied with all requirements of the Listing Agreement as well as SEBI regulations and guidelines. No. penalties / strictures were imposed on the Company by the Stock Exchange or SEBI or any statutory authority during the last three years.

Annual Report 2020-21

e) Initiatives on Prevention of Insider Trading Practices

In compliance with the SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive code of conduct for its management staff. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of BHILSPIN, and cautions them on consequences of violations

The Company follows closure of trading window prior to the publication of price sensitive information. The Company has been informing the directors, senior management personnel and other persons covered under the code and advice them not to trade in Cmpany's securities during the closure of trading window period.

f) Compliance with Clasuse 49 and Regulation 34 (3) of SEBI (Listing Obligations and disclosure Requirements) regulation,2015

The Company is fully compliant with the applicable mandatory requirements of the Clause 49 of the Listing Agreement till its applicability, The Company is also compliant with the requirements of SEBI (Listing Obligations and) Disclosure Requirements) Regulation, 2015 from its applicability from December 1,2015 A certificate from Statutory Auditors to this effect is enclosed in the Annual Report.

Audit Qualifications.

The Company's Financial Statements are free from any qualifications by the Auditors and Company continues to adopt best practices to move towards a regime of Unqualified Financial Statements.

Management Discussion and Analysis

Senior Management personnel (Promoters, Directors, Management or relatives etc.) have made disclosure to the Board relating to all material , financial and other transactions 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 Company's 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.

BHILSPIN's 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 Company's 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: [email protected]

Shareholders

i. Appointment or Reappointment of Independent Director and Promoter Director

One Promotor Director 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, Sh. Ansul kothari is retiring by rotation and being eligible, offer themselves for re-appointment in the Annula General Meeting.

Annual Report 2020-21

ADDITIONAL SHAREHOLDER INFORMATION

A nnual General Meeting

Date : 24[th] September,2021 Day : Friday Time : 11.00am Venue : 26,Industrial Area Gandhi Nagar Bhilwara (Rajasthan) 311001.

Financial Results

Financial year: 1st April, 2020 to 31st March, 2021

For the year ended 31st March, 2021, results were announced on:

13[th] August, 2020 : First quarter
· 12[th] November, 2020 : Second quarter and Half year
· 12[th] February, 2021 : Third quarter and 9 months
· 29[th] June 2021 : Fourth quarter and Annual.

For the financial year ending 31[st] March, 2021, 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 90 days. Due to Covid 19 lokdown in country

Book Closure

The dates of book closure are from 17 September, 2021 (day) to 24[th] September, 2021 (day)(Both days inclusive).

Dividend Dates

No dividend has been recommended on the Equity Shares.

Listing and Stock Codes

The Company's Equity shares are listed on Bombay Stock Exchange Limited (BSE). Listing fee as prescribed has been paid to the BSE up to 31[st] March, 2021. The scrip code of the Company at BSE is given below:

Stock Exchange	Scrip ID	Scrip code
BSE	BHILSPIN	514272

Annual Report 2020-21

Stock Data

A. Stock Market Data: Monthly High Low (in ‘) at BSE:

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18.00
15.00
12.00
9.00
6.00
3.00
May- Aug- Sep- Nov- Dec- Feb-
Apr-20 Jun-20 Jul-20 Oct-20 Jan-21 Mar-21
20 20 20 20 20 21
High 8.24 9.34 10.05 10.43 10.02 11.90 13.91 14.43 15.95 15.40 14.80 15.15
Low 7.51 8.65 9.70 8.58 8.16 9.65 10.50 12.95 13.50 13.55 12.35 11.60
Share Price
----- End of picture text -----

`Source : BSE Limited`

B. Performance in comparison with BSE Sensex (Both series indexed to 100 as on April, 2020

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350
300
250
200
150
100
50
Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21
Bhilspin (High) 100 113.35 121.97 126.58 121.6 144.42 168.81 175.12 193.57 186.89 179.61 183.86
Sensex (High) 100 96.16 103.55 111.53 114.56 112.9 117.49 130.94 141.62 137.27 145.62 146.83
----- End of picture text -----

Source : BSE Limited

Annual Report 2020-21

Shareholdling Pattern

Shareholding Pattern by Ownership as on 31st March, 2021

Shareholding Pattern by Ownership as on 31st March, 2021
Categories	No. of shares	Percentage
Promoters, Directors, Relatives and Associates	3347540	49.50
Foreign institutional Investors	-	-
Mutual funds	2200	0.03
Nationalised and other banks	-	-
Financial Institution & Insurance Companies	-	-
Public	3411390	50.47
Total	6761130	100

Sharehodling Pattern by Size-Class as on 31[st] March 2021

Categories	No. of Sharcholders	% of Shareholding	No. of shares	% of Shareholding
Upto 500	6701	93.84	1133873	16.77
501-1000	259	3.63	216501	3.20
1001-10000	151	2.11	476834	7.05
10001 and above	30	0.42	4933922	72.98
Total	7141	100	6761130	100

Dematerialisation of Shares

As on 31[st] March, 2021, 5890030 Equity Shares representing 87.12 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 BHILSPIN's equity shares on NSDL and CDSL is INE436CO1014.

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, 1[ST ] Floor, OKhla Industrial Area

Phase-1,

New Delhi - 20

Phone No. : 011 - 414061148 Fax No. : 011 - 41709881 E-mail : [email protected]

Annual Report 2020-21

Compliance Officer

Bhilwara Spinners Limited 26, Industrial Area Gandhi Nagar Bhilwara Rajasthan -311001 Phone Nos. : 01482-246601 Fax Nos. : 01482-246461 E-mail : [email protected] Web. : www.bhilspin.com

Registered Office 26,Industrial Area 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 per the 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.

Unpaid/Unclamied Dividends

There were no amount of unpaid/unclaimed dividend was pending with the Company from last seven years because the company has not declared since last many years. n view of the same Company had not transferred any dividend amount and shares which s unpaid/ unclaimed to the Demat account of IEPF Authority as per the provisions of Sections 124 and 125 of Companies Act. 2013 and read with Investor Education and protection Fund (Accounting, Audit, Transfer and Refund) Rule notified by the Ministry of Corporate Affairs.

For and On Behalf of the Board

Place : Bhilwara Dated : 29-6- 2021

sd/ASHOK KUMAR KOTHARI Managing Director DIN : 00132801

Annual Report 2020-21

CERTIFICATION BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER OF THE COMPANY

We Ashok Kumar Kothari, Managing 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 Company's 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 Company's 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 Company's 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 KUMAR KOTHARI BHOPAL SINGH CHOUDHARY Place : Bhilwara Managing Director CHIEF FINANCIAL OFFICER Date : 29 June 2021

CERTIFICATE OF COMPLIANCE FROMAUDITORSAS 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, 2021 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 : Mumbai Date : 29-6-2021 UDIN : 201035604AAAAD18904

For ABN & Co.

Chartered Accountants F.R. No. 004447C

C.A. S.C. Kabra

Partner M.No. -035604

Annual Report 2020-21

INDEPENDENT AUDITOR'S REPORT

INDEPENDENT AUDITOR’S REPORT

To the Members of Bhilwara Spinners Limited Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of BHILWARA SPINNERS LIMITED (“the Company”), which comprise the balance sheet as at 31st March 2021, and the Statement of Profit and Loss (including Other Comprehensive Income),Statement of Changes in Equity,Statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting Standards prescribed under section 133 of the Act read with companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its profit (including other comprehensive income), changes in equityand its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Report

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the management discussion and analysis Board’s Report, Report on Corporate governance report but does not include thefinancial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated, if, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance,including other comprehensive income, changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including Ind AS and relevant provisions of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misst - atement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesefinancial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also :
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

Annual Report 2020-21

INDEPENDENT AUDITOR'S REPORT

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclo sures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of thefinancial statements, including the disclosures, and whether thefinancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circum stances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2 As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, The Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d. Inour opinion, the aforesaid financial statements comply with the Ind ASspecified under Section 133 of the Act, read with relevant rules issued thereunder and relevant provisions of the Act.
e. On the basis of the written representations received from the directors as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effective ness of such controls, refer to our separate Report in “Annexure B” .
g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements – Refer Note 23 to the financial statements.
ii. The Companydo not haveanylong-termcontractsincludingderivative contractsforwhichtherewereany materialforeseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

3 In respect of companies where managerial remuneration is within limit :

The company has not paid anymanagerial remuneration to its directors during the year, hence the clause is not applicable to the company.

CA S.C. KABRA Partner M.No. 035604 For ABN & CO. Chartered Accountants Place : Mumbai, Date : 29-6-2021 FR.No. 004447C UDIN : 201035604AAAAD18904

Annual Report 2020-21

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2021:

(i). (a). TheCompany has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; (b). As explained to us, fixed assets have been physically verified by the management at regularintervals as informed to us no material discrepancies were noticed on such verification;
(c). According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties are held in the name of company
(ii) (a) The Management has conducted physical verification of inventory at reasonable interval.
(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifica tion as compared to book records.
(iii). The company has not granted any loan, secured or unsecured to companies, firms or other covered parties covered in the register maintained under section 189 of the Companies Act, 2013.
(iv). In our opinion and according to the information and explanations given to us, the company has not made any contravention of with the provision of section 185 and section 186 of the act, in respect of loans, Investment, guarantees and security.
(v). The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013. (vi). As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the activities of the company
(vii). (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Goods and Service tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us and based on the records of thecompany examined by us, there are no dues of Income Tax, Customs Duty and Excise Duty and Goods and Service Tax which have not been deposited on account of any disputes.
(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund bythe Company.

(viii) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

(ix). The Company did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year.
(x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the courseof our audit.
(xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has not paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provi sions of section 197 read with schedule V to the act.
(xii). In our opinion and according to the information and explanations given to us, the company is not a Nidhi company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the company, transac tions with the related parties are in compliance with section 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him.

(xvi) The Company is not required to be registered under section 45-IA of Reserve Bank of IndiaAct 1934.

CA S.C. KABRA Partner M.No. 035604 Place: Mumbai, Date: 29/06/2021

For ABN & CO. Chartered Accountants FR.No. 004447C

Annual Report 2020-21

33 “Annexure B” to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Bhilwara SpinnersLimited (“the Company”) as of March 31, 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based onthe internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For ABN & CO. Chartered Accountants FR.No. 004447C

CA S.C. KABRA Partner M.No. 035604 Place: Mumbai, Date: 29/06/2021

Annual Report 2020-21

BALANCE SHEET AS AT 31st MARCH, 2021

Particulars	Note Ref.	As at March 31,2021	As at March 31,2020
ASSETS
(1) Non-current Assets
(a) Property, plant and equipment	2	8,54,70,556	2,28,44,802
(b) Financial Asstets
(i)Loans	3	12,43,78,008	9,92,55,032
(ii)Other Finacial Assets	4	24,97,952	23,26,711
(c) Other non-current assets	5	1,10,20,827	4,38,32,484
		22,33,67,343	16,82,59,029

(2) Current Assets
(A)Financial Assets
(i)Trade Receivables	6	1,23,94,574	5,06,44,843
(ii)Cash & Cash Equivalents	7	18,69,738	48,58,439
(iii)Inventory	21	53,99,627	31,30,854
(iv)Loans	8	-	8,24,242
		1,96,63,939	5,94,58,378
TOTAL ASSETS		24,30,31,282	22,77,17,407

EquityAnd Liabilties
Equity
(a)EquityShare Capital	9	6,76,11,300	6,76,11,300
(b)Other Equity	10	16,16,29,759	15,08,03,135
TOTAL EQUITY		22,92,41,059	21,84,14,435
LIABILITIES
(1) Non - Current Liabilities
(a)Other Non Current Liabilities	11	17,26,272	16,84,145
		17,26,272	16,84,145
(2) Current Liabilities
(a)Financial Liabilities
(i)Trade Payables	12	35,41,462	13,62,807
(b)Other Current Liabilities	13	79,26,861	45,18,258
(c)Current Tax Liabilities(Net)	14	5,95,628	17,37,762
		1,20,63,951	76,18,827
TOTAL EQUITY AND LIABILITIES		24,30,31,282	22,77,17,407

Statement of Significant accounting policies and other explanatory notes form part of the balance sheet and statement of profit and loss.

As per our Report of even date

For and behalf of the Board

For ABN & CO. Chartered Accountants FRN : 004447C

CA S.C.KABRA Partner

Ashok Kumar Kothari Director, DIN 00132801

Hanuman Pokharna Director, DIN 03155927

M. No. 035604

Place : Bhilwara Date : 29.06.2021

Anshul Kothari Director, DIN 02624500

Smt. Sushila Kothari Director, DIN 00132802

Bhopal Singh Choudhary Chief Financial Officer

Annual Report 2020-21

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2021

Particulars	Note Ref.	As at March 31,2021	As at March 31,2020

I Revenue from operations	15	1,97,09,482	6,87,27,630
II Other Income	16	1,69,61,490	83,24,870
III Total income(I+II)		3,66,70,972	7,70,52,500
IV Expenses :
Purchases of stock-in trade	17	2,08,31,061	7,30,25,976
Changes in inventories of finished goods, work -in- progress and stock-in-trade	21	(22,68,773)	(31,30,854)
Employee benefit expenses	18	13,64,557	13,23,338
Finance costs	19	1,43,523	11,026
Depreciation and amortization expenses		2,480	-
Other expenses	20	44,02,171	40,96,461
Total Expenses		2,44,75,019	7,53,25,947

V Profit before exceptional items and tax(III-IV)		1,21,95,953	17,26,553

VI Exceptional Items	22	9,43,773	4,62,14,185

VII Profit before tax(V-VI)		1,31,39,726	4,79,40,738

VIII Tax expenses :
(1) Current tax		22,57,269	83,21,289
(2) Income tax of Earlier Year Profit / (Loss)forthe periodfromContinuing		55,833	11,97,697
IX Operations(VII-VII)		1,08,26,624	3,84,21,752

X Other Comprehensive Income		-	-

XI Total Comprehensive Income for the period (IX+X)		1,08,26,624	3,84,21,752

XII Earning per equityshare(Basic and Diluted)		1.60	5.68

Statement of Significant accounting policies and other explanatory notes form part of the balance sheet and statement of profit and loss.

As per our Report of even date

For and behalf of the Board

For ABN & CO. Chartered Accountants FRN : 004447C

CA S.C.KABRA Partner M. No. 035604

Place : Bhilwara Date : 29.06.2021

Ashok Kumar Kothari Director, DIN 00132801

Anshul Kothari Director, DIN 02624500

Hanuman Pokharna Director, DIN 03155927

Smt. Sushila Kothari Director, DIN 00132802

Bhopal Singh Choudhary Chief Financial Officer

36 Annual Report 2020-21 CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2021

in Rs.

	Annual Report 2020-21 CASH FLOWSTATEMENT FOR THE YEAR ENDED31stMARCH 2021 36	Annual Report 2020-21 CASH FLOWSTATEMENT FOR THE YEAR ENDED31stMARCH 2021 36
	in Rs.
	Particulars Year End 31-03-2021 Rs. Rs. Year End 31-03-2020 Rs. Rs.
	Cash flows from operating activities Profit before taxation
	Adjustments for : 4,79,40,738 1,31,39,726
	Depreciation and amortization expense - 2,480
	Profit on sale of fixed assets(Net) (4,62,14,185) (9,43,773)
	Interest received (83,24,870) (1,69,61,490)
	Liabilityno longer require written back
	Interest expenses (11,026) (1,43,523)
	Provision fortaxes (95,22,222) (23,13,102)
	(6,40,72,303) (2,03,59,408)
	(1,61,31,565) (72,19,682)
	(Increase) decrease in trade and other recivables (1,30,33,616) 4,65,91,951
	(INcrease)/ decrease in inventories (31,30,854) (22,68,773)
	Increase/(decrease)in tradepayables and other liabilities (1,02,91,278) 44,87,251
	(2,64,55,748) 4,88,10,429
	Income taxes paid (4,25,87,314) 4,15,90,747
	Net cash from operatingactivities
	(4,25,87,314) 4,15,90,747
	Cash flows from investing activities
	Purchase ofproperty, plant and equipment (1,30,31,357) (7,59,34,461)
	Proceeds from sale of property, plant and equipment 5,14,88,577 1,42,50,000
	Purchase of investments
	Proceeeds from sale of investments
	Interest recived 83,24,870 1,69,61,490
	Dividend received - -
	Net cash from investing activities 4,67,82,090 (4,47,22,971


	Cash flows from financing activities
	Interestpaid 11,025 1,43,523
	Dividend paid
	Net cash from financingactivities 11,025 1,43,523

	Net increase/ (decrease) in cash and cash equivalents 42,05,803 (29,88,699)

	Cash and cash equivalents at beginning of reporting period 6,52,635 48,58,438
	Cash and cash equivalents at end of reporting period 48,58,438 18.69,738

	Cash & Cash equivalents :
	Cash and equivlents consist of cash on hand blances with banks and ivestment in money market instruments Cash and cash equivalents included in the statement of cash flows comprise the following amounts in the balance sheet : equivalents included in the statement of cash flow comprise the following amounts in the balance sheet :
	ForABN & CO. Chartered Accountants FRN: 004447C CA .S.C. KABRA Partner Mem. No. 035604 Place : Bhilwara Date : 29.06.2021 As per Report of even date For and on behaf of the Board Cash on hand and bank balances Short term investments Cash and cash equivalents as reported Effect on exchange rate changes Cash and cash equivalents as restated 18,69,738 18,69,738 18,69,738 48,58,438 48,58,438 48,58,438 Bhopal Singh Choudhary Chief Financial Officer Ashok Kumar Kothari Director, DIN 00132801 Anshul Kothari Director, DIN 02624500 Hanuman Pokharna Director, DIN 03155927 Smt. Sushila Kothari Director, DIN 00132802

Cash on hand and bank balances 18,69,738 48,58,438 Short term investments Cash and cash equivalents as reported 18,69,738 48,58,438 Effect on exchange rate changes Cash and cash equivalents as restated 18,69,738 48,58,438 As per Report of even date For and on behaf of the Board For ABN & CO. Chartered Accountants FRN: 004447C Ashok Kumar Kothari Hanuman Pokharna CA .S.C. KABRA Partner Director, DIN 00132801 Director, DIN 03155927 Mem. No. 035604 Place : Bhilwara Anshul Kothari Smt. Sushila Kothari Bhopal Singh Choudhary Date : 29.06.2021 Director, DIN 02624500 Director, DIN 00132802 Chief Financial Officer

Annual Report 2020-21

Statement of Changes in Equity for period ended 31st MARCH 2021

(Figures in Rs.)

6 (A) Equity Share Capital

Equity Share Capital
Equityshare capital of face value 10.00 each	No. of Shares	Figures in (Rs.)
Balances as at March 31,2020	67,61,130	6,76,11,300
Changes in equity share capital during the year	-	-
Balance as at March 31, 2021	6,761,130	6,76,11,300

Other equity	Other equity	Other equity	Other equity	Other equity	Other equity
	Reserves and Surplus			Items of OCI
	Capital Reserve	Securities Premium	Retained Earnings	Other Comprehensive Income	Total
Balance as on 31st March 2020	2,69,500	4,22,30,500	10,83,03,135	-	15,08,03,135
Profit for the period	-	-	1,08,26,624	-	1,08,26,624
Balance as on 31 st March 2021	2,69,500	4,22,30,500	11,91,29,759	-	16,16,29,759

Statement of Significant accounting policies and other explanatory notes form part of the balance sheet and statement of profit and loss.

As per our Report of even date

For and behalf of the Board

For ABN & CO.

Chartered Accountants FRN : 004447C

CA.S.C. KABRA Partner

Ashok Kumar Kothari Director, DIN 00132801

Hanuman Pokharna Director, DIN 03155927

M. No. 035604

Place : Bhilwara Anshul Kothari Smt. Sushila Kothari Date : 29.06.2021 Director, DIN 02624500 Director, DIN 00132802

Bhopal Singh Choudhary Chief Financial Officer

Annual Report 2020-21

BHILWARA SPINNERS LIMITED

Note:1. COMPANY OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES & PRACTICES AND NOTES ON ACCOUNTS

(A). CORPORATE INFORMATION

BHILWARA SPINNERS LTD. (The Company) is a public company incorporated and domicilrd in india has its registerd office at 26,industrial area gandhinagar Bhilwara, Rajathan, The Company has primary listing on the BSE Limited.

(B). SIGNIFICANT ACCOUNTING POLICIES

1. Statement of Compliance

The financial statements are prepared in the accordance with Indian Accounting Standards (Ind AS) Aas prescribed under section 133 of the Companies Act. 2013 read with the Rule 3 of the Companies (Indian Accounting Standard) Rules 2015 as ammended and guidelines issued by the Securities and Exchange Board of india (SEBI) The accounts are prepared on historical cost basis, as a going concern and are consistent with generally accepted accounting principles.

2. Use Of Esimates

The preparation of the financial statements in conformity with the generally accepted accounting princlples requires estimates and assumptions. to be made that affect reportable amount of assets and liabilities on the date of financial statements and reported amounts of revenues and expenses during the period. Diffrence between the actual results and estimates are recognized in the year in which the results are known/ materialazed.

Functional and Presentation Curency :

The financial statements are presented in Indian Rupees, which is the functional currency of the Company of the primary economic environment in which the Company operates

3. Revenue Recognition

a) Income and expenditure are accounted for on accrual basis except :
Interest charged in the invoices, which is accounted for at the time of raising of invoices.
Overdue interest on late payment, which is accounted for on cash basis.
Medical reimbursement to employees, which are accounted for on cash basis.

b) Sales are exclude gst

4. Fixed Assets

a) Fixed assets are stated at their original cost of acquisition including freight , incidental expenses and other non refundable taxes or levies related to acquisition and installation of the concerned assets. Interest on borrowed funds attributable to acquisition/construction of fixed assets and related pre-operative expenses up to the date of commercial production,net of sales of trial production,are also capitalised where appropriate GST availed has been deducted from the cost of respective assets.
b) Project under Commissioning and other Capital Works-in-Progress are carried at cost, comprising direct cost, related incidental expenses and interest on borrowings there against.
c) (i) The carrying amounts of fixed assets are reviewed at each balance sheet date, if there is any indication of impairment based on internal /external factors.
(ii) An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount and the same is recognized as an expense in the statement of Profit & Loss and Carrying amount of the asset is reduced to recoverable amount.

(iii) Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the assets no longer exists or have decreased.

5. Depreciation

On Straight line method at the rates and in the manner prescribed under Part-C of Schedule II the Companies Act, 2013. Depreciation on assets costing upto Rs.5000/- is provided in full in the year of acquisition

Annual Report 2020-21

6. Borrowing Costs

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

7. Foreign Exchange Transaction /Translation

(a) There is no Foreign currency transactions arising during the year.

8. Provisions, Contingent Liability & Contingent Assets

(a) Provisions involving substantial degree of estimation in measurement, are recognized when the present obligation

resulting from past events given rise to probability of outflow of resources embodying economic benefits on settlement. (b) Contingent liabilities are not recognized and are disclosed in notes.

(c) Contingent assets are neither recognized nor disclosed in financial statements.
(d) Provisions are reviewed at each Balance sheet date and adjusted to reflect the current best estimates.

9. Employees Benefits

(a) Retirement benefits in the form of Provident fund, Pension Schemes and Superannuation are defined contribution schemes and the contributions are charged to the Profit & Loss Account of the year when the contributions to the respective funds are due.
(b) Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation made at the end of each financial year. However, the company is contributing to the company’s Gratuity Trust covering the gratuity liability of the employees.The difference between the acturial valuation of the gratuity of employees at the year-end and balances of fund with Gratuity Trust is provided for as liability in the books.
(c) Provision for Leave encashment is accrued and provided for on the basis of an actual valuation made at the end of each financial year.
(d) Actuarial gains / losses are immediately taken to Profit & Loss Account and are not deferred.
(e) Expenses incurred on voluntary retirement of employees are charged off to the Profit & Loss Account in the year of incurrence.
(f) Liability on account of short term employee benefits, comprising largely of performance incentives is recognized on an undiscounted, accrual basis during the period on the vesting period of benefit.

10. Tax Expense

a) Current year charge

Provision for taxation is ascertained on the basis of assessable profits computed in accordance with the provision of Income Tax Act, 1961.However, where the tax is computed in accordance with the provision of Section 115JB of the income Tax act,1961,as Minimum Alternate Tax(MAT),it is charged.

b) Deferred Tax

i) Deferred tax is recognized, subject to the consideration of prudence, as the tax effect of timing difference between the taxable income and accounting income computed for the current accounting year and reversal of earlier years’ timing differences.
ii) Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty, except arising from unabsorbed depreciation and carry forward losses which are recognized to the extent that there is deferred tax liabilities or there is virtual certainty,that suffucient future taxable income.

40 Annual Report 2020-21

NON -CURRENT ASSETS

(in Rs.)

NOTE 2 : PROPERTY, PLANT & EQUIPMENTS

NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)	NON -CURRENT ASSETS NOTE 2 : PROPERTY PLANT & EQUIPMENTS (in Rs.)
,
PARTICULARS	BUILDING	PLANT & MACHINERY	FURNITURE & FIXTURE	OFFICE EQUIPMENTS	LEASEHOLD LAND	TOTAL
Gross Block
As on 31/03/2020	3,083	12,848	3,624	77	2,28,25,170	2,28,44,802
Additions	-	-	-	26,102	7,59,08,359	7,59,34,461
Adjustments	-	-	-	-	1,33,06,227	1,33,06,277
As on 31/03/2021	3,083	12,848	3,624	26,179	8,54,27,302	8,54,73,036
						-
Accumulated Depreciation						-
As on 31/03/2020	-	-	-	-	-	-
For the year 2020-21	-	-	-	2,480	-	2,480
Adjustments	-	-	-	-	-	-
As on 31/03/2021	-	-	-	2,480	-	2,480
Net Block as on 31/03/2020	3,083	12,848	3,624	77	2,28,25,170	2,28,44,802
Net Block as on 31/03/2021	3,083	12,848	3,624	23,699	8,54,27,302	8.54,70,556

NON -CURRENT ASSETS NOTE 3 : FINANCIAL ASSETS- LOANS

NON -CURRENT ASSETS NOTE 3 : FINANCIAL ASSETS- LOANS	NON -CURRENT ASSETS NOTE 3 : FINANCIAL ASSETS- LOANS	NON -CURRENT ASSETS NOTE 3 : FINANCIAL ASSETS- LOANS

	As at March 31, 2021	As at March 31, 2020
Loans & Advance	12,43,78,008	9,92,55,032
Total	12,43,78,008	9,92,55,032
NOTE 4 : OTHER FINANCIAL ASSETS
	As at March 31, 2021	As at March 31, 2020
SecurityDeposits	41,391	9,263
Fixed Deposits(Maturityafter 12 Month)	24,56,561	23,17,448
Total	24,97,951	23,26,711
NOTE 5 : OTHER NON -CURRENT ASSETS
	As at March 31, 2021	As at March 31, 2020
Secured,Considered Good
Advances		4,09,00,000
Un Secured Considered Good :-
Advance to Suppliers	1,00,16,0000	22,00,849
Duties & Taxes Refundable	10,04,827	7,31,635
Total	1,10,20,827	4,38,32,484

Note : Secured Advances Rs. 409 lacs is fully secured by mortage of tile deeds of 26800 sq meter RIICO lease hold land

Note : Secured Advances Rs. 409 lacs is fully secured by mortage of tile deeds of 26800 sq meter RIICO lease hold land

Annual Report 2020-21

CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)	CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)	CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)	CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)	CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)	CURRENT ASSETS NOTE6 : FINANCIAL ASSETS- TRADE RECEIVABLES (in Rs.)
		As at March 31, 2021		As at March 31, 2020
UNSECURED, CONSIDERED GOOD :
(a) Outstanding for a period exceeding six months from the date theyare due forpayment		39,21,156		39,21,156
(b) Others		1,23,94,574		5,06,44,843
		1,63,15,730		5,45,65,999
Less : Provisions for doubtful Debts		39,21,156		39,21,156
Total		1,23,94,574		5,06,44,843
NOTE 7 : FINANCIAL ASSETS - CASH AND EQUIVALENT
		As at March 31, 2021		As at March 31, 2020
BALANCES WITH BANK
-Current account		13,32,290		43,93,998
Cash in hand		5,37,448		4,64,441
Total		18,69,738		48,58,439
NOTE 8 : FINANCIAL ASSETS - LOANS
		As at March 31, 2021		As at March 31, 2020
Loans & Advance		-		8,24,242
Total		-		8,24,242
NOTE 9 : SHARE CAPITAL
	As at March 31, 2021		As at March 31, 2020
A. Authorised :
1,24,90,000 equityshares of 10 each	1,24,90,000	12,49,00,000	1,24,90,000		12,49,00,000
1,000 redeeable Cumulativepreference shares of' 100 each	1,000	1,00,000	1,000		1,00,000
Total	1,24,91,000	12,50,00,000	1,24,91,000		12,50,00,000

B. Issued Subscribed & Fully Paid-up :
67,61,130 equityshares of 10 each	67,61,130	6,76,11,300	67,61,130		6,76,11,300
Total	67,61,130	6,76,11,300	67,61,130		6,76,11,300
Disclosures : (i) Details of shareholding in excess of 5%
Name of Shareholder	As at March 31, 2021		As at March 31, 2020
	Number of Shares held	%	Number of Shares held		%
Ahinsa infrastruture & Devopiers ltd.	33,46,740	49.50	35,31,670		52.23
Fashion Sutings Pvt. Ltd.	4,64,495	6.87	10,00,000		14.79
NOTE 10 : OTHER EQUITY (In) (a) Captial reserve (b) Security Premium (c) Retained Earnings (d) Other Comprehensive Income Total As at March 31, 2021 As at March 31, 2020 2,69,500 4,22,30,500 11,91,29,759 - 16,16,29,759 2,69,500 4,22,30,500 10,83,03,135 - 15,08,03,135 Particulars
Particulars	As at March 31, 2021	As at March 31, 2020
(a) Captial reserve	2,69,500	2,69,500
(b) Security Premium	4,22,30,500	4,22,30,500
(c) Retained Earnings	11,91,29,759	10,83,03,135
(d) Other Comprehensive Income	-	-
Total	16,16,29,759	15,08,03,135

Annual Report 2020-21

NON -CURRENT LIABILITES NOTE 11 : Other Non Current Liablities

(in Rs.)

NON -CURRENT LIABILITES NOTE 11 : Other Non Current Liablities		(in Rs.)

	As at March	As at March
Particulars	31, 2021	31, 2020
Liability towards staff and worker	16,36,867	15,79,356
Other liabilities	89,405	1,04,789

Total	17,26,272	16,84,145

CURRENT LIABILTIES

NOTE 12 : FINANCIAL LIABLITIES -TRADE PAYABLES

NON -CURRENT LIABILITES NOTE 11 : Other Non Current Liablities (in Rs.)	NON -CURRENT LIABILITES NOTE 11 : Other Non Current Liablities (in Rs.)	NON -CURRENT LIABILITES NOTE 11 : Other Non Current Liablities (in Rs.)

Particulars	As at March 31, 2021	As at March 31, 2020
Liability towards staff and worker	16,36,867	15,79,356
Other liabilities	89,405	1,04,789
Total	17,26,272	16,84,145

CURRENT LIABILTIES NOTE 12 : FINANCIAL LIABLITIES -TRADE PAYABLES
(in Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
Trade Payable for Goods : Others	35,41,462	13,62,807
Total	35,41,462	13,62,807
NOTE 13 : OTHER CURRENT LIABILITIES (in Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
Advance from Customer	73,65,000	39,15,000
Statutory Liabilities	5,61,861	6,03,258
Total	79,26,861	45,18,258
NOTE 14 : CURRENT TAX LIABILITIES (NET) (in Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
Provision for Taxes	5,95,623	17,37,761
Total	5,95,623	17,37,761
NOTE 15 : REVENUE FROM OPERATIONS (in Rs.)
Particulars	As at March 31, 2021	As at March 31, 2020
(a) Sale of products- Traded Goods
Yarn	1,49,24,179	4,63,56,330
Cotton Seeds Lenters	47,85,303	39,96,300
Guar Seeds Sale	-	1,83,75,000
Total	1,97,09,482	6,87,27,630

43 Annual Report 2020-21

NOTE 16 : OTHER INCOME			(in Rs.)
	Particulars	As at March 31, 2021	As at March 31, 2020

(a) Interest income		1,50,04,346	82,76,466
(b) Dividend Receipt		-	48,404
(c) Refund received from Excise	dept.	19,57,144	-
Total		1,69,61,490	83,24,870

Annual Report 2020-21 43	Annual Report 2020-21 43	Annual Report 2020-21 43	Annual Report 2020-21 43	Annual Report 2020-21 43

NOTE 16 : OTHER INCOME (in Rs.)
Particulars		As at March 31, 2021		As at March 31, 2020
(a) Interest income		1,50,04,346		82,76,466
(b) Dividend Receipt		-		48,404
(c) Refund received from Excise dept.		19,57,144		-
Total		1,69,61,490		83,24,870


NOTE 17 : PURCHASES OF STOCK -IN- TRADE (in Rs.)
Particulars	As at March 31, 2021		As at March 31, 2020
Cotton SeedsLenters	80,12,400		49,99,995
Guar Seeds Purchase Account	-		1,95,00,000
Yarn	1,28,18,661		4,85,25,981
Total	2,08,31,061		7,30,25,976
NOTE 18 : EMPLOYEE BENEFIT EXPENSE (in Rs.)
Particulars	As at March 31, 2021		As at March 31, 2020
(a) Salaries, Wages and bonus	12,00,676		11,69,357
(b) Contribution to provident, gratuity and other funds	93,900		87,000
(c) Workmen and staff welfare	69,981		66,981
Total	13,64,557		13,23,338
NOTE 19 : FINANCE COSTS (in Rs.)
Particulars	As at March 31, 2021		As at March 31, 2020
Interest	1,36,000		4,338
Bank Charges	7,523		6,688
Total	1,43,523		11,026

Annual Report 2020-21

(in Rs.)


NOTE 20 : OTHER EXPENSES			(in Rs.)

		As at March	As at March
	Particulars	31, 2021	31, 2020
A. ADMINISTRATIVE

Legal & Professional Expenses		13,69,919	4,54,600
Power Charges		43,586	43,365
Audit fees		1,50,000	1,50,000

Repair & Maintenance		4,00,763	3,51,632
Share Expenses		4,61,250	4,97,509

Godown Rent		11,09,015	-

Miscellaneous expenses		8,67,638	9,72,775

Commission on sale of	Property		16,26,580

TOTAL (A)		44,02,171	40,96,461

NOTE 21 : CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE

(in Rs.)


	Particulars	As at March 31, 2021	As at March 31, 2020
Closing Inventory :
-Stock in trade		53,99,627	31,30,854
Total (A)		53,99,627	31,30,854
Opening Inventory
-Stock in trade		31,30,854	-

Total (B)		31,30,854	-
Increase)/Decrease in Stocks (B-A)		(22,68,773)	(31,30,854)

NOTE 22 : EXCEPTIONAL ITEMS			(in Rs.)
Particulars	As at March 31, 2021		As at March 31, 2020
(a) Net Gain on Sale of Land		9,43,773	4,62,14,185
Total		9,43,773	4,62,14,185

Annual Report 2020-21

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||||
|---|---|---|
|(Rs.in lacs)|(Rs.in lacs)|
|23.|Contingent Liabilities not provided for in respect of:|
|A) Claims against the company not acknowledged as debts:|1.01 1.01|
|B) Contingent liabilities not provided for :|
|(i) Income Tax demand raised by Income tax Authorities.|Nil|Nil|
|(ii) Excise & Coustom duty demands raised by Excise Authorities Matter pending in appeal Authorities|Nil|19.57|
|Nil|Nil|

----- End of picture text -----

24.a) Estimated amount of contracts remaining to be executed on capital account and not provided for., Nil
b) During the year Company has purchased 26800 sq mtrs Industrial Land and I Biga 7 biswa Agriculture land for Rs.7.51,56,189 through open auction as directed by Hon.. N.C.L.T. Jaipur Bench Conducted by Official Liquidator on 31.8.2020 and the same sale deed registered in favour of the company on 03.02.2021 in Registrar Office Bhilwara. However M/s Pammvi Consultancy Services ltd (An operational Creditor of Liquidated Company, Global syntex Bhilwara Ltd) has filed a Legal suit before Hon N.C.L.T. Jaipur Bench against Liquidator and also made the company as Respondent No. 4 as The Financial Creditor/ Auction Purchaser. The matter is still pending before The N.C.L.T. Bench Jaipur and subjudice and Company does not anticipate any financial liablity.

25. EMPLOYEES BENEFITS PLANS

The Company makes contribution towards employees’ Provident Fund, Pension Fund, Under the rules of these schemes, the Company is required to contribute a specified percentage of payroll costs. During the year the Company has recognized Rs. 94 Lac as expenses to these plans.

2 In view of the non viability in the existing set of operational and manufacturing setup,all the fixed assets have been disposed off setteling almost all liabilities and labourdues, However, accounts continued to be prepared on the basis of going concern,as the management is exploring other business opportunities to be carriedin the company all the necessary provisions,losses and liabilities to the extent identified and assessed by the management have been provided for.Further management is of the view that the value in relaization of current assets loans & advances and current liabilities would not significantly differ from the position as stated in the books as on year end.

Debtors, Creditors and advances are subject to confirmations, Reconciliations and adjustments, if any. The Management does not expect any significant variation and in the process of taking the necessary steps in this regard in the current year.
27 Related party disclosure in accordance with the Accounting Standard 18 issued by the Institute of Chartered Accountants of India is given below : Names of Related parties and nature of relationship where control exists

i) Key Management personal and relative of such personal Ashok Kumar Kothari Director DIN00132801 Anshul Kothari Director DIN02624500 Hanuman Pokharna Director DIN03155927 Smt.Sushila Kothari Director DIN00132802 Arvind Tater Director DIN07167125

ii) Enterprise over which key Management personal and their relatives are able to exercise influence Ahinsa Sutings Bhilwara , Shree Barkha Synthetics Ltd, Shree Barkha India Ltd.,Ahinsa Infrastructure and dovelopers Ltd.The related party tranction are as under

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||||||
|---|---|---|---|---|
|As mentioned in (i) above|As mentioned in (ii) above|
|C.Y.|P.Y.|C.Y.|P.Y.|
|Sales|-|-|14924179|46083322|
|Purchase|-|-|-|-|
|-|-|-|-|
|Outstanding in the year end|
|Receivable|-|-|69942496|50656830|
|Payables|-|-|550000|-|
|28. Earnings per share:|Current Year|Previous Year|
|Net Profit after tax|1,08,26,624|3,84,21,752|
|1,08,26,624|3,84,21,752|
|Weighted average number of equity shares|67,61,130|67,61,130|
|Earning per share|1.60|5.68|

----- End of picture text -----

Based on the information available with the Company, no balance is due to Micro & Small Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 as on 31st March 2021. Further during the year no interest has been paid or payable under the term of said act.
a) In View of absence of Profit in accordance with Section 197(12) of the Companies Act 2013, no commission is payable to the Managing Director for the current year.

(i) Directors 2020-21 2019-20 Sitting fees Nil Nil

Figures for the previous Year hav been restated/ regrouped/ regrouped/ rearranged wherever considered necessary.

In Accordance with our Report attached

For and behalf of the Board

For ABN & COM Chartered Accountants FRN : 004447C

Ashok Kothari Hanuman Pokharna C.A S.C. Kabra Director, DIN 00132801 Director, DIN 03155927 Partner , M. No. 035604 Place : Bhilwara Anshul Kothari Smt. Sushila Kothari Date : 29.06.2021 Director, DIN 02624500 Director, DIN 00132802

Bhopal Singh Choudhary Chief Financial Officer

BOOK-POST

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If undelivered, please return to : Bhilwara Spinners Limited CIN :- L17115 RJ 1980 PLCOO8217 26, Industrial Area, Bhilwara - 311 001, Rajasthan

==> picture [58 x 53] intentionally omitted <==

BHILWARA SPINNERS LTD.

Corporate Identity Number (CIN) L17115RJ1980PLC008217 Registered Office : 26 Industrial Area, Gandhi Nagar, Bhilwara 311 001 (Rajasthan) Phone : + 91-1482-246601 Fax +91-1482-246461

NOTICE

E-mail :- [email protected],Web. www.bhilspin.com

and the Board of Directors vide resolutions passed in their respective meetings, consent of the members of the Company be and is hereby accorded for entering into related party transaction by the Company during the year. 2021-2022 up to the maximum per annum amounts as laid down in the explanatory note to this agenda item with Bhilwara Spinners Ltd. Resolved Further That to give effect to this resolution the Board of Directors be and is hereby authorized to settle any question difficulty, or doubt that may arise with regard to giving effect to the above Resolution and to do all acts,deeds, things as may be necessary, proper desirable and to finalize any documents and writings related thereto"

NOTICE is hereby given that the 40[th] Annual General Meeting of the Members of the Company will be held on Friday the 24[th] day of September, 2021 at 11.00 A.M. at the Registered Office of the Company at 26, Industrial Area, Bhilwara - 311 001, Rajasthan, to transact the following Business :

ORDINARY BUSINESS

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2021,The Report of the Board of Directors and Auditors thereon.
To appoint Auditors and fix their remuneration and for that purpose to consider and if thought fit to pass with or without modification the following resolution as an ORDINARY RESOLUTION:

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

"RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and other applicable provisions, if any, for the time being in force, M/s. ABN & Co. Chartered Accountants, Mumbai, the retiring Auditors of the Company be and are hereby re-appointed as Auditors of the Company to hold office from conclusion of this meeting until the conclusion of next Annual General Meeting of the Company on a remuneration to be fixed by the Board of Directors plus out of pocket expenses as may be incurred by them for the purpose of Audit."

Item No. 4

In the light or provisions of section 188 of the Companies Act 2013 and rules there of (including any amendment thereto or re-enactment there of) and Regulation 23 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their Meeting held on February, 2021, 12th approved the proposed transactions along with annual limits that the Company may enter into with its Related Party (as defined under the Companies Act 2013) for the financial Year 2021-22, for such amount as Board of Directors of the Company may from time to time determine in the interest of the Company, think proper and fit in the ordinary course of Business and on Arm's length Basis.

To appoint a Director in place of Sh. Ansul Kothari DIN:02624500 who retire by rotation in term of Section 152 (6) of the companies Act ,2013 and being eligible offer himself for reappointment.
Approval for Related party transaction and in this regard, to consider and if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION: "RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under and as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, (including any) statutory modification (s) or re-enactment (s) there of for the time being in force) and subject to compliances of all other applicable laws and regulations, and also pursuant to the consent of the Audit Committee

All prescribed disclosures as required to be given under the provisions of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 and as per Regulation 23 of SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 are given herein below in a tabular format for kind perusal of the members.

PARTICULARS OF THE PROPOSED TRANSACTIONS FOR THE PURPOSE OF APPROVAL U/S 188 OF THE COMPANIES ACT 2013 AND REGULATION 23 OF SEBI (LISTING REGULATIONS AND DISCLOSURE REQUIRMENTS) REGULATIONS,2015

TRANSATION DEFINED U/S 188(1) OF COMPANIES ACT.2013

TRANSATION DEFINED U/S 188(1) OF COMPANIES ACT.2013	TRANSATION DEFINED U/S 188(1) OF COMPANIES ACT.2013	TRANSATION DEFINED U/S 188(1) OF COMPANIES ACT.2013	TRANSATION DEFINED U/S 188(1) OF COMPANIES ACT.2013

Name and Nature of Related Parties	Sales, purchase or supply of any goods,material*	Availing or rendering of any services*	Leasing of Property of any Kind*
Shree Barkha india ltd,Shree Barkha synthetics Limited, Ahinsa sutings ltd Ahinsa Infrastructure & doveloper (A group Company)	10 Coree	2.00 Coree	0.25 Coree

In Ordinary of Business and on Arm's length basis. The detalis of related party contract are as under:
π Name of Related party and nature of relationship: As provided in table above.
π Nature of Contract material terms, material,monetary value and Particulars of the contract or arrangement: Purchase/Sale of Yarn and Fibre Services received or rendered having value of 10.00 Crores per Annum in the ordinary course of Business and at Arm's Length Prices.

Any advance paid or received for the contract or arrangement, if any:NIL

Manner of determining the pricing and other commercial terms both included as part of contract and not considered as part of the contract : All proposed transactions would be carried out as part of the business requirements of the Company and are ensured to be on Arm's length basis.

Whether all factors relevant to the contract have been considered, if not the dtails of factors not considered with the rationale for not considering those factors: All factors have been considered.

Any other information relevant or important for the Board to take a decision on the proposed transaction : NIL.

The Board Commends the ordinary Rsolution set out at Item No.4 of the Notice for approval by the share holders.

None of the Directors & Key Managerial Personnel of the Company including their relatives except as mentioned above are, in any way concerned or interested, financially or otherwise in the Resolution set out at Item No. 4

1 The relevant Explanatory Statement pursuant to Section 102 (1)of the Companies Act, 2013 relating to Special to be transacted at the Meeting is annexed.
A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the Company. Proxies in order to

be effective must be received by the Company not less that forty eight hours before the meeting.

The Register of Members and Share Transfer Books of the Company will remain closed 18th Sept. 2021 to 24th Sept. 2021 (both days insclusive)
Members are requested to :
(i) Quote their Folio No./ Credit ID No.in all corres pondence with the company.
(ii) Notify immediately to the Company any change in their address and their mandate, if any. Members holding Shares in electronic form should sent their respective Depository Participants.
Members seeking any information / clarification with regard to account and audit are requested to write to the Company in advance and their queries should reach the Company at least seven day prior to the date of meeting, so as to enable the Management to keep the information / clarification ready.
Members holding shares in physical form are Requested to furnish their email ID through e-mail at admin@mcs regi strars.com or [email protected] or send letter to MCS Share Transfer Agent Limited,F-65,Okhla Industrial Area,Phase I, New Delhi-110020 quoting their Folio no and e-mail ID to enable them to serve any docoument, notice, communication,annual reports etc. through e-mail,For members who have not registered their email addresses, physical copies of the Annual Report 2021 arebeing sent by the permited mode Membersholding shares in demat form may get their email ID updated with their respective Depository Participants,We request themembers to support the Green Initiative introduced by MCA and make it a success.
The Notice and Annual Report of the Company will also be available on the website of the BSE www. bseindia.com,and Company's web.www.bhilspin.com
8 Members holding shares in physical form are Requested to dematerialize their holding in their own interest Attention of the members holding shares in physical form is also drawn towards the recent amendment by SEBI which stipulates that except in the case of transmission and transposition ofShares
Details under Regulation 36(3)and 26(4) of the SEBI (ListingObligation and Disclosure requirements) Regulation 2015 and in term of Secretarial Standard -2 in respect of the Directors seeking re-appointment

at the 40th Annual General Meeting are annexed as Annexure-I to this Notice which form part of the explanatory statement.

10.Voting through electronic means
I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Rules 2015 the Company is pleased to provide members facility to exercise their right to vote on resolution proposed to be considered at the 40th Annual General Meeting by electronic means and the business may be trasacted through e-voting services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the ("remote e- voting") will be provided by National Securities Depository Limited (NSDL).
II. The facility for voting through ballot paper shall be made avilable at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
III. The members who have cast their vote by remote e- voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.
IV. The remote e-voting period commences on 21th September 2021 (9.00 am) and ends on 23rd September 2021 (5.00 pm) During this period members' of the Company, holding shares either in physical form or in dematerialized form, as on the cut- off date of 17th September 2021, may cast their vote by remote e- voting. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member the member shall not be allowed to change it subsequently.
V. The Process and manner for remote- evoting are as under :
A. In Case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository participants (S)] :
(i) Open email and open PDF file Viz; "Bhilwara Spinners remote e-voting.pdf" with your Client ID or Folio No. as Password. The said (PDF file contains your user ID and password/PIN for remote e-voting. Please note that the Password

is an initial password.

(ii) Launch internet browser by typing the following URL: https/ /www.evoting.nsdl.com/
(iii) Click on shareholder-Login
(iv) Put user ID and password as initial password /Pin noted in step (1)above Click Login.
(v) password Change menu appears.Change the password /PIN with new password of your choice with minimum 8 digits/ Characters or combination there of Note new password it is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vii) Select "EVEN" of
(Viii) Now you are readyremote e-voting as Cast Vote page Opens.
(iX) Cast your vote by selecting appropriate option and click on "Submit" and also " Confirm" when prompted,
(X) Upon confirmation, the message " Vote cast successfully" will be displayed.
(Xi) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xii) Institutional shareholders (i,e. other than idividual, HUF, NRI etc.) are required to send scanned copy (PDF/JJPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer through e-mail to rkjain [email protected] with a coppy marked to evoting @ nsdl.co.in.
B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/Depository participants(s) or requesting physical copy]:
(i) Initial password is provided separately by post registered address with the Company. EVEN (Remote e-voting USER ID PASSWORD/PIN Event Number)
(ii) Please follow all steps from SI. No. (ii) to SI. No. (Xii) above, to cast vote.
VI. In case of any queries, you may refer the frequently Asked Questions (F AQs) for Members and remote e-voting user manual for Memberes available at the downloand section of www.evoting.nsdl.com or call on toll free no. :1800-222-990.
VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and passoword/PIN for casting your vote.
VIII. You can also update your mobile number and e- mail id in the user profile details of the folio which may be used for sending future communication (s)
IX The Voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut- off date of 17th september, 2021
X Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e.17th September, 2021 may obtain the login ID and password by sending a request at evoting@ nsdl.co.in. or [email protected]
However if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset you password by using " Forgot User Details/

of at least two witnesses not in the employment of the Company and shall make not later than three days of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chirman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

  - XVI. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the bse at www.bseIndia. com and company's Web. www. bhilspin.com, immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited Mumbai.

  17. All documents referred to in the accompanying Notice and the Explanatory statement shall be open for inspection at the Registered Office of the Company during normal business hours (9.00 am to 5.00 pm) on all working except staturdays, up to and including the date of the Annual General Meeting of the Company.

Passowrd" option available on www.evoting.nsdl. com or contact NSDL at the following toll free no. 1800-222-990.
XI. A member may participate in the AGM even after exercising his right to vote through remote e- voting but shall not be allowed to vote again at the AGM.
XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
XIII. Mr. RK Jain Company Secretary Membership No. FCS 4584 and Proprietor of R.K. Jain & associates Bhilwara has appointed as the scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote-evoting
process in a fair and transparent manner.

By Order of the Board For Bhilwara Spinners Limited Sd/- Place : Bhilwara Neelu Mehta Date : 18[th] August 2021 Company Secretary C.o.p. No. 25832

XIV. The chairman shall, at AGM at the end of discussion on the resolutions on which voting is to be held, allow voting with the assitstance of scrutinizer, by use of "Ballot paper" for all those members who are present at the AGM but have not cast their votes by aviling the remote e- voting facility,
XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence

Details of the directors seeking appointment / re-appointment in forthcoming annual general meeting (In pursuance of Clause 49 of the Listing Agreement)

Details of the directors seeking appointment / re-appointment in forthcoming annual general meeting (In pursuance of Clause 49 of the Listing Agreement)	Details of the directors seeking appointment / re-appointment in forthcoming annual general meeting (In pursuance of Clause 49 of the Listing Agreement)	Details of the directors seeking appointment / re-appointment in forthcoming annual general meeting (In pursuance of Clause 49 of the Listing Agreement)

NAME OF DIRECTOR	MR. ANSUL KOTHARI
DIN	002624500
DATE OF BIRTH	25-9-1990
DATE OF APPOINTMENT	22-7-2010
QUALIFICATION	B.COM,MBA
CATEGEORY	Promoter Non Executive
INTER RELISTIONSHIP	Son of Shri Ashok Kothari & Smt. Sushila Kothari
EXPERTISE IN SPECIFIC FUNCTIONAL AREA	Experience in the fild of Textile,Infrastruture developments & Real Estates
LIST OF OTHER PUBLIC COMPANIES IN WHICH DIRECTORSHIP HELD	None
CHAIRMAN/ MEMBER OF THE COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY	None
CHAIRMAN/MEMBER OF THE COMMITTEES OF DIRECTORS OF OTHER COMPANIES
A) Audit Committee	-	-
b) Sharehoder/ investor's grievances committee	-	-
c) Remuneration Committee	-	-
no. of equity share held in company	NIL	NIL

ROUTE MAP TO THE VENUE OF THE AGM BHILWARA SPINNERS LTD. 26, INDUSTRIAL AREA, GANDHI NAGAR, BHILWARA -311001

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Raillway
Station
NH Ajmer NH
79 Ajmer Road Choraya 79
Hotel Circuit
Landmark House
Bhilwara Spinners Ltd.
Bustand
----- End of picture text -----

ATTENDANCE SLIP

Bhilwara Spinners Limited

CIN :- L17115 RJ 1980 PLCoo8217

Regd. Office : 26, Industrial Area, Bhilwara - 311 001, Rajasthan

Please complete this attendance slip and hand it over at the entrance of the meeting hall. Joint Shareholders

may obtain additional attendance slips on request.

DP Id ................................................................... Folio No. ......................................................................... Client Id .............................................................. Number of share held :……......………………..….........

Name and address of the Shareholders :

I hereby record my presence at the 40[th] Annual General Meeting of the Company held on Wedsday , the 24[th]

September, 2021 at 11.00 P.M. at 26, Industrial Area, Bhilwara - 311 001, Rajasthan.

Applicable for investors holding Shares in electronics form.

** Strike out whichever is not applicable. Signature of the Shareholder / Proxy /

Representative**

......................................................................................................................... .................................................................................................................................................................................................................................

being a member / members of Bhilwara Spinners Ltd., hereby appoint ..............................................................................

of ............................................................................ failing him ................................................................................... of ............................................................................ or failing him. .............................................................................. of ............................................................................ as my/our Proxy in my/our absence to attend and vote for me/us on

my/our behalf at the 40th Anuual General Meeting of the Company to be held on Wednesday , the 24th day of September

2021 at 11.00 A.M. and at any adjournment thereof As WITNESS my / our hand / hands this......................................

day of ...............................................................2021

I wish my above proxy to vote in the manner as indicated in the box below :

Resolution No.	For	Against
1. Receive consider, approve and adopt Audited Financial Statement for the financial year ended the 31stMarch,2021 and , Reports of the Board of Directors and Auditors thereon
2 .Re- Appointment of Auditors and fixing their remuneration
~~.~~3. Re appointment of Sh.Ansul Kothari DIN 02624500 who retires by rotation and being eligible ,offers himself for reappointment
4. Approval for Related Party transactions

Applicable for investors holding shares in electrinic form

Signed this .............................day of ...............................2021

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Affix
Revenue
Stamp
Signature of Shareholder
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Signature of first proxy holder

Signature of Second proxy holder

Signature of third proxy holder

Notes :

-1 This of prxy in order to be effective should be duly competed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
-2 A proxy need not be a member of the Company.
-3 This only optional, Please put a ‘X’ in the appropriate column agains the resolutuions indicated in the Box. if you leave the ‘For’ or Against’ Column blank against any or all the resolution, your proxy will be entitled to vote in the manner as he/ she thinks appropriate.
-4 Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes

AI assistant

Bhilwara Spinners Ltd — Annual Report 2021

61337_rns_2021-08-27_0bd0af35-c1f6-4b36-9877-372831a9f5b9.pdf

CORPORATE INFORMATION

BOARD OF DIRECTOR

KEY EXECUTIVE

COMPANY SECRETARY

FINANCIAL HIGHLIGHTS

BANKERS

AUDITORS

REGISTERED OFFICE

CONTENTS

DIRECTOR'S REPORT

To The Members,

FINANCIAL RESULTS

OPERATIONS

DIVIDEND

DIRECTORS

AUDITORS

SECRETARIAL AUDITOR

INTERNAL AUDITORS

CORPORATE SOCIAL RESPONSIBILITY

NUMBER OF MEETINGS OF THE BOARD

ANNUAL RETURN

DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

ANNUAL EVALUATION BY THE BOARD

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

PARTICUlARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

RISK MANAGEMENT

DIRECTOR'S REPORT

CORPORATE GOVERNANCE

WHISTLE BLOWER POLICY

INTERNAL CONTROL SYSTEMS

PARTICULARS OF EMPLOYEES

INDIAN ACCOUNTING STANDARDS (IND AS) :

GENERAL

ACKNOWLEDGEMENTS

PUBLIC DEPOSIT

Director's Responsibility statement

ANNEXURE 1 TO DIRECTOR'S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2021

Bhilwara Spinners Limited

We further report that-

R K Jain & Associates

ANNEXURE "A"

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

ANNEXURE -II TO DIRECTORS' REPORT

Form No MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31 March, 2021

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. SHARE HOLDING PATTERN (equity share capital breakup as percentage of total equity)

V) Shareholding of Directors any key managerial personnel

B. Remuneration to other director

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

ANNEXURE-III TO DIRECTOR'S REPORT NOMINATION & REMUNERATION POLICY

"Key managerial personnel (KMP) means and comprise-

Role and Objective of the Committee:

Membership :

Chairman:

Frequency of Meetings:

Committee Member's Interests:

Voting :

15

Appointment of Directors/ KMP/Senior Officials:

Letter of Appointment:

Policy on Board Diversity:

Remuneration of Directors, Key Managerial Personnel and Senior Management:

1. Fixed Pay:

2. Minimum Remuneration:

4. Increment:

Remuneration to Non-Executive/Independent Director:

2. Sitting Fees:

Other Provisions:

Evaluation/Assessment of Director/KMPs /Senior Officials of the Company

DEVIATIONS FROM THIS POLICY :

Date : 29-6-2021 Place: Bhilwara

ANNEXURE - IV to DIRECTORS' REPORT

III. Foreign Exchange Earnings and Outgo.

Bhilwara Spinners Ltd Annual Report 2021

`Source : BSE Limited`