1. Company's Philosophy on Corporate Governance
The Company follows sound principles of Corporate Governance through a corporate culture of transparency, accountability and equity within the dynamics of business scenario and diverse interests of various stakeholders viz. Shareholders, customers, employees, creditors, government, etc.
2. Board of Directors
The Company has Four Directors on the Board of which all are non-executive and One director is 'Independent' Director.
The meetings of the Board of Directors during the financial year ended 31st March, 2015 were held on 29th May, 2014, 12th Aug, 2014, 12th Nov, 2014, 13th Feb, 2015.
The last Annual General Meeting of the Company held on 24th September, 2014 was attended and chaired by Mr. Ashok Kothari Director.
The Chairman of Audit Committee Mr.Ansul Kothari,Mr Hanuman Pokharna attended the Annual General Meeting. There were no clarifications sought relating to Audit by any member of the Company.
3, Audit Committee
The Audit Committee comprises of two Directors, namely, Mr. Ashok Kothari, Mr. Hanuman Pokharna. One of them are non-executive and Promoter And One independent Directors. Mr. Ashok Kothari, Promoter Director is Chairman of the Audit Committee. The Company Secretary of the Company is Secretary to the Committee.
The Audit Committee during the financial year ended 31st March, 2015, functioned in accordance with the prescribed terms of reference in Listing Agreement with Stock Exchanges and the Companies Act, 1956.
The Audit Committee met four times during the financial year under review. The Audit Committee meetings were held on 29th May, 2014, 12th Aug, 2014, 12th Nov, 2014, and 13th Feb, 2015..
The functions of the Audit Committee include the following :
-Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
- Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors 1 Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
- Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956
- Changes, if any, in accounting policies and practices and reasons for the same
- Major accounting entries involving estimates based on the exercise of judgment by management
-Significant adjustments made in the financial statements arising out of audit findings
- Compliance with listing and other legal requirements relating to financial statements
- Disclosure of any related party transactions
- Qualifications in the draft audit report
- Reviewing, with the Management, the quarterly financial statements before submission to the board for approval
- Reviewing, with the Management, performance of statutory auditors, adequacy of the internal control systems
- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern
- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors
- Carrying out any other function as Desirable Bhilwara Spinners Limited has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:
- Statement of significant related party transactions (as defined by the Audit Committee), submitted by management
- Management letters / letters of internal control weaknesses issued by the statutory auditors
- Whenever applicable, the uses/applications of funds raised through public issues, rights issues, preferential issues by major category (capital expenditure, sales and marketing, working capital, etc), as part of the quarterly declaration of financial results
- If applicable, on an annual basis, statement certified by the statutory auditors, 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 / With regard to information on related party transactions, whenever applicable, the Audit Committee is presented with the following information:
- A statement in summary form of transactions with related parties in the ordinary course of business
- Details of material individual transactions with related partieswhich are not in the normal course of business
- Details of material individual transactions with related parties or others, which are not on an arm's length basis along with management's justification for the same.
Pursuant to its terms of reference, the Audit Committee is empowered to:
- Investigate any activity within its terms of reference and to seek any information it requires from any employee
- Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary
4. Remuneration Committee
The Company not pays remuneration to Director.
The Remuneration Committee of the Company comprises of Mr. Ashok Kothari, Mr. Hanuman Pokarna one of whom are nonexecutive and independent Directors. Mr. Ashok Kothari, Promoter Director is the Chairman of this Committee.
The Company does riot pay remuneration to its non-executive Directors apart from sitting fees for attending the meetings of the Board/ Committee there of The Company does not have any Stock Option Scheme.
As on 31st March 2015, none of the non-executive directors hold any convertible instruments or equity shares in company
Annual Report 2014-15
5. Code of Conduct
The Board of Directors has laid down a code of conduct for all Board members and senior management of the Company. All Board members and designated senior management personnel have affirmed compliance with this Code of Conduct. A declaration signed by Mr.Ashok Kothari Director to this effect is enclosed at the end of this report.
(a) The Annual Report has Seperate Section on Management Discussion and anlysis.
(b) Material related party transactions : During the financial year ended 31st March, 2015, there were no transactions of material nature with its Promoters, the Directors or the Management, their subsidiaries or relatives, etc., which may have potential conflict with the interests of the Company at large.
7. Shareholders'/Investors' Grievance Committee
The Shareholders/Investors Grievance Committee of the Company consists of the following Directors as its members:
a) Mr. Ashok Kothari
b) Mr. Ansul Kothari
Mrs. Neelu Mehta, Company Secretary, is the Compliance Officer. The composition of the committee is in conformity with clause 49(IV)(G)(iii) of the listing agreement.
Shareholders/Investors Grievance Committee of the Company met four times during the financial year under review. The meetings were held on 29th May, 2014, 12th Aug, 2014, 12th Nov, 2014,and 13th Feb, 2015. and were attended by both the directors on the committee. Shareholders/Investors Grievances were redressed on priority. The Company received 2 complaints during the financial year ended 31st March, 2015 from shareholders which were replied/ resolved to the satisfaction of the shareholders.
As at 31st March, 2015, no request for dematerialisation of Equity Shares of the Company was pending for approval. Also no complaint was pending at the end of the financial year ended on 31st March, 2015.
Share Transfer Committee
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/split/ replacement of share certificates etc. As a concern to expeditious approval of transfer of shares, Mr. Ashok Kothari, Director and/or Mr. B. S. Choudhary also severally attend and approve the share transfer requests on Monthly basis under delegated authorization of the Board of Directors.
All valid requests for share transfer received during the year have been acted upon by the Company within the stipulated time limit.
The Company has been complying with all the requirements and there were no penalties, strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years.
10. Compliance with clause 49
The Company is fully compliant with the applicable mandatory requirements of the revised Clause 49.
Adoption of Non-Mandatory Requirements
Although it is not mandatory, the Board of Bhilwara Spinners Limited has constituted a Remuneration Committee. The details of the Remuneration Committee have been provided under the Section 'Remuneration Committee'. Also, the Company's Financial Statements are free from any qualifications by the Auditors.
11. Means of Communication
The Quarterly and Annual results of the Company are published within 48 hours in at least one prominent national and one regional newspaper usually in The Pioneer, Mint and Daily Lokjeewan. These results are also displayed on the website http:/ www bseindia.com
1. Annual General Meeting
Date and Time : Thursday 24th September, 2015 at 11.00 A.M
Venue : 26, Industrial Area, Bhilwara, Rajasthan
2. Financial Calendar:
Under review April 2014 to March, 2015
Current April 2015 to March, 2016
Quarterly Financial reporting Within one & half month from the end of each quarter except fourth quarter when Annual results are published within two months
3. Dates of Book Closure : ,
18th September, 2015 to 24th September, 2015 (Both days inclusive)
4. Dividend Payment Date
5. Listing of Shares on Stock Exchange
1) Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, MUMBAI - 400 001
Listing fees as prescribed has been paid to the " The Stock Exchange, Mumbai" upto, 31st March 2016.
6. Stock Code:
The Stock Exchange Mumbai : 514272
9. Registrar and Transfer Agents :
M/s MCS Share Transfer Agent Limited acts as the Share Transfer Agent of the Company. The Shareholders may contact M/s MCS share Transfer Agent Ltd. for matters related to Share Transfer etc. at the following address:
MCS Share Transfer Agent Limited, F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110 020 Phone No (s): 011-41406149-52, Fax No : 011-41709881, E Mail : firstname.lastname@example.org
10. Share Transfer System :
The matters related to share transfer and transmission, etc. are attended by the delegated authorities on Monthly basis.
Share transfers are registered and returned within 30 days from the date of receipt, if the documents are in order in all respects. The total no. of shares transferred during the period 2014-15 were 3400
12. Dematerialisation of Shares and liquidity:
5775220 shares were dematerialised till 31st March, 2015, which is 85.42 % of the total paid up Equity Share Capital of the Company. Trading in Shares of the Company is permitted in dematerialised form only.
13. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.:
The Company has not issued any GDR/ADR/warrants or any convertible instruments.
14. Location :
26, Industrial Area, Bhilwara - 311 001, Rajasthan
15. Address for Correspondence:
Investor correspondence should be addressed to:
1. Share Transfer Agent:
MCS Share Transafer Agent Limited, F-65, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 20 Phone No (s) : 011-41406149, Fax No : 011-41709881, E Mail : email@example.com
2. Compliance Officer:
Bhilwara Spinners Limited, 26,industrial area,Post Box No 6 Bhilwara 311001 (Rajasthan)
Phone No: 01482-246601, Fax No. : 01482-246461, Email : firstname.lastname@example.org