Directors Report of Bhilwara Spinners Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their 34th Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2015

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Previous Year ended Year ended 31-3-2015 31-3-2014

Turnover 21 281

Profit/(Loss) before Depreciation 244 20

Depreciation 0 0

Profit/(Loss) before Tax 244 20

Provision for Income Tax

-Current Tax 58 6

- Deferred Tax 0 2

Profit/(Loss) after Tax 186 12

Balance brought forward (548) (560)

Balance carried forward (362) (548)

OPERATIONS

the manufacturing operations of the Company have come to a stand still. But trading in yarn and fabric still 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' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors state that:

* in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

* appropriate accounting policies have been selected and applied consistently and they have made judgements 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 31st March, 2015 and of the profit or loss of the Company for the financial year ended 31st March, 2015

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement of Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under Section 34(3)(m) of the Companies Act, 2013 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules,8 of the companies (accounts) Rules, 2014, is given in Annexure to the Director's Report.

DIRECTORS

One of your Director namely Ashok Kumar Kothari shall retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

The Company's Auditors, M/s. CLB & ASSOCIATES., will hold office till the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The observations in the Auditors' Report are dealt within the notes to the accounts at appropriate places and are self-explanatory.

PERSONNEL

There was no employee drawing remuneration in excess of limits prescribed under Section 197(12) of the Companies Act, 2013 read with, Rule 5 (1) of the Companies (Particular of Employees) Rules, 2014

ACKNOWLEDGEMENTS

Your Directors appreciate the valuable cooperation and continued support extended by the Customers, Financial Institutions, Bankers, State and Central Government. The Board also wishes to place on record its appreciation for the dedicated services of employees at all levels of the Company.

for and on behalf of the Board

Place: Bhilwara Ashok Kothari Date : 29th May 2015 Director

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Mar 31, 2013

To The Members,

The Directors of your Company have pleasure in presenting their 32nd Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Previous Year ended Year ended 31-3-2013 31-3-2012

Turnover 180 310

Profit/(Loss) before Depreciation 7 22

Depreciation 0 0

Profit/(Loss) before Tax 7 22

Provision for Income Tax

- Current Tax 1 4

- Deferred Tax (2) 0

Profit/(Loss) after Tax 8 18

Balance brought forward (568) (586)

Balance carried forward (560) (568)

OPERATIONS

the manufacturing operations of the Company have come to a stand still. But trading in yarn and fabric still 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'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors state that:

in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

appropriate accounting policies have been selected and applied consistently and they have made judgements 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 31st March, 2013 and of the profit or loss of the Company for the financial year ended 31st March, 2013;

proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement of Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in Annexure to the Director''s Report.

DIRECTORS

Two of your Director namely Ashok Kumar Kothari and Hanuman Pokharna shall retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

AUDITORS

The Company''s Auditors, M/s. CLB & ASSOCIATES., will hold office till the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The observations in the Auditors'' Report are dealt within the notes to the accounts at appropriate places and are self-explanatory.

PERSONNEL

There was no employee drawing remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors appreciate the valuable cooperation and continued support extended by the Customers, Financial Institutions, Bankers, State and Central Government. The Board also wishes to place on record its appreciation for the dedicated services of employees at all levels of the Company.

for and on behalf of the Bo ard

Place: Bhilwara Ashok Kothri

Date : 28th May 2013 Director

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Mar 31, 2011

To The Members,

The Directors of your Company have pleasure in presenting their 30th Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

Financial Previous Year ended Year ended 31-3-2011 31-3-2010

Turnover 135 735

Profit/(Loss) before Depreciation 4 (31)

Depreciation 1 73

Profit/(Loss) before Tax 3 (104)

Provision for Income Tax

-Current Tax 2 0

- Deferred Tax 0 0

Profit/(Loss) after Tax 1 (104)

Balance brought forward (587) (483)

Balance carried forward (586) (587)

OPERATIONS

Due to the exodus of labour and non-viability of the plant, being very old and inability of the Company to incur capex in view of continuous losses being incurred for the past ten years and severe recessionary trend prevalent in the textile industry due to global melt down, the manufacturing operations of the Company have come to a stand still. But trading in yarn and fabric still 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' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors state that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and they have made judgements 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, 2011 and of the profit or loss of the Company for the financial year ended 31st March, 2011;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement of Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in Annexure to the Director's Report.

DIRECTORS/AUDITORS

The Company's Auditors, M/s. CLB & ASSOCIATES., will hold office till the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The observations in the Auditors' Report are dealt within the notes to the accounts at appropriate places and are self-explanatory.

PERSONNEL

There was no employee drawing remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors appreciate the valuable cooperation and continued support extended by the Customers, Financial Institutions, Bankers, State and Central Government. The Board also wishes to place on record its appreciation for the dedicated services of employees at all levels of the Company.

for and on behalf of the Board

Ashok Kothari Director

Place : Bhilwara Date : 14th May 2011

---

Mar 31, 2010

The Directors of your Company have pleasure in presenting their 29th Annual Report along with audited annual statements of Accounts for the financial year ended on 31st March, 20-10.

FINANCIAL RESULTS

(Rs. in crore)

Financial Previous

Year ended Year ended

31st March 31st March,

2010 2009

Turnover 7.35 52.61

Profit/(Loss) before (0.31) (3.91)

Depreciation

Depreciation 0.73 2.55

Profit/(Loss) before Tax (1.04) (6.46)

Provision for Income Tax

- Current Tax 0.00 0.03

- Deferred Tax 0.00 (2.75)

Profit/(Loss) after Tax (1.04) (3.74) Balance brought forward (4.83) (1.09)

Balance carried forward (5.87) (4.83)

OPERATIONS

Due to the exodus of labour and non-viability of the plant, being very old and inability of the Company to incur capex in view of continuous losses being incurred for the past ten years and severe recessionary trend prevalent in the textile industry due to global melt down, the manufacturing operations of the Company have come to a stand still.

During the year under review the plant and machinery, land and building of the Company at Bhilwara were disposed off to set off its liabilities including term loans and working capital liabilities with your approval vide postal ballot, the results of which were declared on August 25, 2009.

DIVIDEND

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors state that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and they have made judgements 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 31st March, 2010 and of the profit or loss of the Company for the financial year ended 31st March, 2010;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts have been prepared on a going concern basis.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement of Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, is given in Annexure to the Directors Report.

DIRECTORS

Mr. B.N. Fitkariwala and Mr. Ravindra Bhandari, Director retires by rotation and being eligible, offer themselves for reappointment. Further, the term of Mr. R.N. Gupta as Managing Director of the Company expired on March 31, 2010 and he ceased to be director of the Company.

The Board places on record its deep appreciation for the services rendered by Mr. R.N. Gupta during his tenure as Managing Director of the Company.

AUDITORS

The Companys Auditors, M/s. KSMN & Co., will hold office till the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The observations in the Auditors Report are dealt within the notes to the accounts at appropriate places and are self-explanatory.

PERSONNEL

There was no employee drawing remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors appreciate the valuable cooperation and continued support extended by the Customers, Financial Institutions, Bankers, State and Central Government. The Board also wishes to place on record its appreciation for the dedicated services of employees at all levels of the Company.



for and on behalf of the Board

Place : Noida Ravi Jhunjhunwala

Date : 29th April 2010 Chairman