Nitin-Spinner AR 2020 PDF
Nitin-Spinner AR 2020 PDF
Nitin-Spinner AR 2020 PDF
Commitment
Towards Excellence
Annual Report
2020-21
As You Glance Down
Corporate Overview 01-21
Excellence that Comes with Commitment 01
Committed to Excel 02
Products That Spell Excellence 04
Our Enduring Footprint Across the Globe 06
Our Excellence Drivers 08
Chairman’s Message 10
Business Model 12
Research & Development: Striving for Excellence 14
Infrastructure: Committed Towards Growth 16
Going Beyond Business to Achieve Excellence 18
Governance: Committed to Deliver 20
Corporate Information 21
The strong dedication and commitment towards its customers globally have led
the Company to achieve the highest turnover and profit during the year despite the
unexpected turn of events, making 2020-21 a landmark year for the Company. It is
now set to embark on a new journey with optimising capacity utilisation, increased
value addition, diversified product portfolio to cater to a diverse set of customers.
Highlights of 2020-21
` 69 Crores +189%
Profit After Tax
Investor information
CIN : L17111RJ1992PLC006987
BSE Code : 532698
NSE Symbol : NITINSPIN
Bloomberg Code : NSPL:IN
AGM Date : 16th September, 2021
AGM Mode : Virtual Meeting
Committed to Excel
Incorporated in 1992, Nitin Spinners Limited has
positioned itself as one of the leading manufacturers
of cotton yarn, blended yarn, knitted fabrics, and
finished woven fabrics. It continues to invest in the latest
technologies backed by its robust distribution network
and a strong focus on R&D, Quality and Service. It has
thus created an irreplicable value for its clients in India
and abroad.
Snapshot
Established of the Achieved
new products: year highest-ever
blended yarns turnover and
and finished profits
woven fabrics
5,000+ 168
Employee strength Total air-jet weaving machines
installed along with dyeing,
finishing and printing facilities
Knitted Fabric
Single Jersey
Open width with Elastene
3 t fleece
Interlock
Rib
Woven Fabrics
End
usage
Inner Wear Comfort Wear Masks
50
20
16
33
10
14
35 6
34
8
1,000
Crossed ` crore turnover from exports
Highlights of
the year 63%
Exporting more than of turnover to over 50 countries
value-added
Developing successfully and
sustainable products
This map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for reference purposes. The
representation of political boundaries and the names of geographical features/states do not necessarily reflect the actual position. The Company or any of its directors,
officers or employees, cannot be held responsible for any misuse or misinterpretation of any information or design thereof. The Company does not warrant or represent
any kind in connection to its accuracy or completeness.
38
17
13 28 27
49 32
4 36
19 12
2
18 43
24 5
37 42
11 47 26
25
46
23
9
15
48 3 44
21
45
51
41
29
39
22
31
30
40
Strategic location
The Company enjoys logistics and cost advantages, as its domestic manufacturing plants are located in
the cotton-growing region.
Our Inputs
How we create value
Financial Resources
across integrated business
Prudent financial management and strong balance sheet position product portfolio
Manufacturing Resources
68%
Yarn
Fully integrated operations from Yarn to Finished Fabrics with the
Latest Technology from globally renowned suppliers.
15%
Woven Fabrics
Intellectual Resources
Robust investment in R&D, helped in innovating new value- 11%
added products Knitted Fabrics
State-of-the-art innovation centres
Quality control labs installed for each process of production
All quality certifications received as per international standards
Certified by OEKOTex, Global Organic Textile Standard (GOTS),
06%
Others
which prescribes standards for the processing of fibres from
certified organic agriculture and GRS for use of recycled fibres
FY18
+1
1,145
Steered by highly experienced and skilled promoter and
management team FY17 933
FY17 13.4%
Supported by
Outcomes
To meet the growing demand and offer exact colour samples, the Company has
installed a pilot plant, a spectrophotometer, and a colour computer. It benefits
the Company to offer an endless variety of colour samples to its customers.
The final output is then tested at every stage during production process
at its well-equipped Quality Control lab to cross-check the quality as per
internationally accepted norms. This ensures that this product is of superior
quality. This advanced technology and prime focus on customers have made
the Company one of the finest yarn and fabric manufacturers.
Production Production
Yarn (MT) Sales Knitted Fabrics (MT) Sales
63,973 7,375
FY21 FY21
48,180 7,165
61,315 6,310
FY20 FY20
48,817 6,312
49,216 6,996
FY19 FY19
41,689 6,941
47,138 7,526
FY18 FY18
40,219 7,546
Woven & Finished Fabric (Mn Mtrs) Woven Fabric Production (Greige)
Finished Fabric Production
23.48
Woven Fabric Sales (Greige & Finished)
FY21 14.30
22.80
19.70
FY20 2.63
15.97
LIQUID
DISCHARGE
SYSTEM
Social
The Company is committed to delivering impactful community at large. It continues to work dedicatedly
value that goes beyond business. It constantly seeks to towards addressing the deep-rooted aspirations of the
strengthen its initiatives to create a sustainable value for the communities.
Ensure access to
affordable, reliable,
sustainable and
modern energy for all
Our Enduring
Achieve gender equality
Commitment Towards
and empower all women SDG
and girls The Company contributes towards Take urgent action
Sustainable Development Goals to combat climate
(SDG) that has been adopted by all change and its
UN Member States in 2015, as a part impacts
of the 2030 Agenda for Sustainable
Development. These are our
sustainable goals:
Promote sustained, inclusive and
sustainable economic growth, full Build resilient infrastructure,
and productive employment promote inclusive and
and decent work environment for all sustainable industrialisation and
foster innovation
Corporate Information
BOARD OF DIRECTORS BANKERS
SHRI R.L. NOLKHA Punjab National Bank
Chairman State Bank of India
Bank of Baroda
SHRI Y.R. SHAH
Union Bank of India
Independent Director
To
The Members
Your Directors have pleasure to present the 29th Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the year ended 31st March, 2021.
FINANCIAL RESULTS
The Financial Results of the Company’s performance for the year under review and those of the previous year are as follows: -
(` in Crores)
COST RECORDS AND COST AUDITORS work force constitutes the primary source of sustainable
The Company is required to maintain cost records as specified competitive advantage. Accordingly, human resource
by the Central Government as per Section 148(1) of the Act and development received focused attention. The Company has
the rules framed there under, and accordingly, the Company in house skill training centre and imparts on the job training to
has made and maintained such cost accounts and records. its manpower on continuous basis.
The Board of Directors has appointed M/s. Vivek Laddha & Your Directors wish to place on record their appreciation for
Associates, Cost Accountants (FRN 103465) to conduct Cost the dedicated services rendered by the work force during the
Audit of the Cost Records maintained by the Company for the year under review.
Financial Year 2020-21. Accordingly, they have conducted ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
Cost Audit for the 2020-21 and their report does not contain
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
any qualification, reservation or adverse remark.
Your Directors inform the members that the Company
Pursuant to Section 148 of the Companies Act, 2013, your continuously looks out for energy conservation measures
Directors have re-appointed M/s. Vivek Laddha & Associates, in all areas of operations across its both the Units. Similarly,
Cost Accountants (FRN 103465), being eligible, to conduct your Company endeavors to lookout for up-gradation and
Cost Audit of the Cost Records maintained by the Company absorption of technology. Your Company also spends
for the Financial Year 2021-2022. continuously on research and development. Your Directors
REPORTING OF FRAUDS BY AUDITORS are glad to inform the members that your Company is a net
foreign exchange earner. The relevant detail as required to be
During the year under review, the Statutory Auditors, Cost
disclosed with respect to Energy Conservation, Technology
Auditors and Secretarial Auditors have not reported any
Absorption and Foreign Exchange Earnings and Outgo
instances of frauds committed in the Company by its officers
pursuant to Section 134(3)(m) of the Companies Act, 2013 read
or employees under Section 143(12) of the Companies Act,
2013. with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are
given in Annexure – II and forms integral part of this Report.
CORPORATE GOVERNANCE
NUMBER OF BOARD MEETINGS
The Company is committed to maintain the high standards
of Corporate Governance. Your Directors adhere to the During the year 2020-21, the Board of Directors met four
requirements set out in Companies Act, 2013 and the SEBI times on 19th June, 2020, 8th August, 2020, 31st October,
(Listing Obligations and Disclosure Requirements) Regulations, 2020 and 28th January, 2021. The details of number of Board
2015 and have implemented all the prescribed requirements. Meetings and the attendance of the Directors are provided
Pursuant to regulation 34(3) of the SEBI (Listing Obligations in the Corporate Governance Report forming part of the
and Disclosure Requirements) Regulations, 2015, the Reports Board’s Report. The frequency and intervening gap between
on Corporate Governance and Management Discussions & the meetings was within the period prescribed under the
Analysis have been incorporated in the Annual Report and Companies Act, 2013, SEBI (Listing Obligations and Disclosure
form an integral part of the Board’s Report. A Certificate Requirements) Regulations, 2015 and Secretarial Standards-1
from Statutory Auditors confirming compliance to conditions issued by Institute of Company Secretaries of India (ICSI) on
of Corporate Governance as stipulated under SEBI (Listing Board Meetings read with General Circular 11/2020 dtd. 24th
Obligations and Disclosure Requirements) Regulations, 2015, March, 2020 of Ministry of Corporate Affairs and Circular SEBI/
forms part of the Annual Report. HO/CFD/CMD1/CIR/P/2020/38 dtd. 19th March, 2020 of SEBI
issued in view of COVID-19 Pandemic.
AWARDS AND RECOGNITION
Your Company has been conferred with the following awards COMMITTEES
and recognition during the year under review :- The Company has constituted Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship
1. Texprocil’s Gold Trophy for highest export performance
Committee and Corporate Social Responsibility Committee of
in cotton yarn – 51 & above counts under category -1 for
Directors. The details of these committees have been given in
the Financial Year 2019-20.
the Corporate Governance Report which is integral part of the
2. Texprocil’s Silver Trophy for second highest export Board’s Report.
performance in cotton yarn – 50 & below counts under
RELATED PARTY TRANSACTIONS
Category III for the Financial Year 2019-20.
All the related party transactions are entered on arm’s
HUMAN RESOURCE DEVELOPMENT
length basis and in the ordinary course of business. The
Industrial relations continued to be cordial during the period Company has complied with all the applicable provisions of
under review. Your Company firmly believes that a dedicated
the Companies Act, 2013 and SEBI (Listing Obligations and The Independent Directors in their separate meeting have
Disclosure Requirements) Regulations, 2015 in this regard. reviewed the performance of non-independent directors,
There is no materially significant related party transaction with Chairperson and Board as a whole along with review of
Promoters, Directors or Key Management Personnel and any quality, quantity and timeliness of flow of information between
other related party which may have potential conflict with the Board and management and expressed their satisfaction over
interest of the Company at large. During the year, the Company the same. The Nomination, Remuneration & Evaluation Policy
has not entered into any related party transactions under the is available under the link http://nitinspinners.com/wp-content/
Section 188 of the Companies Act, 2013 and the particulars of uploads/2019/06/Nomination-Remuneration-Policy.pdf
contracts or arrangements with related parties are Nil.
RISK MANAGEMENT POLICY
LOANS, GUARANTEES OR INVESTMENTS The Company has adopted a Risk Management Policy with
During the year under review, the Company has not given the objective of ensuring sustainable business growth with
any Loan, Guarantee or provided security in connection with stability and to promote a pro-active approach in reporting,
a loan nor has made any Investments under the Section 186 of evaluating and resolving risks associated with the business.
the Companies Act, 2013. The detailed Risk Management framework has been provided
in the Management Discussion and Analysis Report of the
PUBLIC DEPOSITS
Company.
During the period under review, your Company has not
accepted any public deposit within the meaning of provisions PARTICULARS OF EMPLOYEES & ANALYSIS OF
of section 73 of the Companies Act, 2013 read with the REMUNERATION
Companies (Acceptance of Deposits) Rules, 2014 and there is The information about employees and analysis of
no outstanding deposit due for re-payment. remuneration as required under Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
VIGIL MECHANISM/WHISTLE BLOWER POLICY
and Remuneration of Managerial Personnel) Rules, 2014 are
In pursuance of Section 177 (9) of the Companies Act, 2013 enclosed as Annexure - III
and the regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and with the ANNUAL RETURN
objective of pursuing the business in a fair and transparent Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
manner by adopting the highest standards of professionalism, the Annual Return as on 31st March, 2021 is available on the
honesty, integrity and ethical behavior and to encourage and Company’s website at https://nitinspinners.com/wp-content/
protect the employees who wish to raise and report their uploads/2021/06/MGT-7-2020-21.pdf
genuine concerns about any unethical behavior, actual or
INTERNAL FINANCIAL CONTROL
suspected fraud or violation of Company’s Code of Conduct,
the Company has adopted a Whistle Blower Policy. The policy The Company has laid down Internal Financial Controls
has been disclosed on the website of the Company under the that include a risk-based framework to ensure orderly and
link https://nitinspinners.com/wp-content/uploads/2018/06/ efficient conduct of its business, safeguarding of its assets,
VIGIL-MECHANISM.pdf accuracy and completeness of the accounting records and
assurance on reliability of financial information. The Company
During the year under review, there was no instance of fraud maintains adequate and effective internal control systems
reported and all the recommendation of the Audit Committee commensurate with its size and complexity. An independent
were accepted by the Board. No employee was denied internal audit function is an important element of the
access to the Audit Committee. Company’s internal control systems. This is executed through
NOMINATION, REMUNERATION & EVALUATION POLICY an extensive internal audit programme and periodic review by
AND EVALUATION the management and the Audit Committee.
Pursuant to provisions of Section 178 of the Companies Act, 2013 The Audit Committee has satisfied itself on the adequacy and
and SEBI (Listing Obligations and Disclosure Requirements) effectiveness of the internal financial control systems laid down
Regulations, 2015, the Board of Directors have approved by the management. The Statutory Auditors have confirmed
Nomination, Remuneration & Evaluation Policy prescribing the adequacy of the internal financial control systems over
inter-alia the criteria for appointment, remuneration & financial reporting.
evaluation of the Directors. The Nomination and Remuneration
Further, details of the internal control systems are given in the
Committee and Board reviewed the performance of Board,
Management Discussion and Analysis which forms part of this
its committee and all Individual Directors of the Company
Annual Report.
and expressed its satisfaction over the performance of them.
COMPLIANCE WITH THE PROVISIONS OF SEXUAL The disclosures other than made above are either nil or not
HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION, applicable on the Company.
PROHIBITION AND REDRESSAL) ACT, 2013
DIRECTORS’ RESPONSIBILITY STATEMENT
The Company has duly constituted internal complaints
Pursuant to sub-section 3 (c) of Section 134 of the Companies
committee in line with the requirements of the Sexual
Act, 2013, the Board of Directors of the Company hereby state
Harassment of Woman at Workplace (Prevention, Prohibition
and confirm that:
and Redressal) Act, 2013 to redress complaints regarding
sexual harassment at workplace. The committee has informed (i) in the preparation of Annual Accounts, the applicable
that during the year it has not received any complaint under accounting standards have been followed along with
the Act, no complaint was pending at the beginning of the proper explanation relating to material departures;
year and no complaint was pending at the end of year under (ii) they have selected such accounting policies and applied
review. them consistently and made judgments and estimates
BUSINESS RESPONSIBILTY REPORT (BRR) that are reasonable and prudent so as to give a true
The Regulation 34(2)(f) of the SEBI (Listing Obligations and and fair view of the state of affairs of the Company at the
Disclosure Requirements) Regulations, 2015 (as amended) end of the financial year and of the profit or loss of the
requires top 1000 listed entities based on Market Capitalisation Company for that period;
to include BRR in its Board’s Report. In compliance of the (iii) they have taken proper and sufficient care for the
same Business Responsibility Report has been annexed as maintenance of adequate accounting records in
Annexure - IV with Board’s Report forming part of this Annual accordance with the provisions of this Act for safeguarding
Report. the assets of the Company and for preventing and
OTHER DISCLOSURES detecting frauds and other irregularities,
There is no material changes and commitments affecting the (iv) they have prepared the Annual Accounts on a going
financial position of the Company which has occurred between concern basis;
the end of the financial year and the date of the report. (v) they have laid down internal financial controls to be
The Company has complied with all the applicable Secretarial followed by the Company and that such internal financial
standards issued by the Institute of Company Secretaries of controls are adequate and were operating effectively;
India. and
The Company does not have any subsidiary, joint venture & (vi) they have devised proper systems to ensure compliance
associate company. with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
No significant and material order has been passed during the
year by the regulators or courts or tribunals which can impact ACKNOWLEDGEMENTS
the going concern status and Company’s operations in future. Your Directors take this opportunity to thank Members, Bankers,
No unclaimed dividend or shares are due for transfer to Business Partners/Associates, Central and State Governments
Investor Education & Protection Fund (IPEF) in terms of for their consistent support and co-operation extended to the
provisions of Companies Act, 2013. Company. We also acknowledge the significant contribution
made by the employees by their dedication and hard work
The paid-up Equity Share Capital as on 31st March, 2021 was ` and trust reposed on us. We look forward to have the same
56.22 crore and there was no change in the Share Capital of support in our endeavor to help the Company to grow faster.
the Company during the Financial Year 2020-21.
ANNEXURE - I
ANNUAL REPORT ON CSR ACTIVITIES
3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the Company.
Composition of CSR Committee - https://nitinspinners.com/invester-relation/company-information/
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
Not Applicable
5. Details of the amount available for set off in pursuance of sub rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Nil
6. Average net profit of the Company as per section 135(5) - ` 6812.44 Lacs
7. (a) Two Percent of average net profit of the Company as per section135(5) - ` 136.25 Lacs
(c) Amount required to be set off for the financial year, if any - Nil
(d) Total CSR obligation for the financial year (7a+7b-7c) - ` 136.25 Lacs
(b) Details of CSR amount spent against ongoing projects for the financial year : Nil
(c) Details of CSR amount spent against other than ongoing projects for the financial year:-
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) - ` 143.16
9. (a) Details of Unspent CSR amount for the preceding three financial years : Nil
(b) Details of CSR amount spent in the financial year for ongoing projects
of the preceding financial year(s) : Nil
ANNEXURE - I (Contd.)
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (assets-wise details) :
(b) Amount of CSR spent for creation or acquisition of capital asset : Nil
(d) Provide details of the capital asset (s) created or acquired : N.A.
(including complete address and location of the capital asset).
11. Specify the reason (s), if the Company has failed to spend two percent of the average net profit as per section 135(5) - N.A.
Information pursuant to Rule 8 (3) of the Companies (Accounts) Rules, 2014 under Section 134 (3) of the Companies Act, 2013 and
forming part of Board’s Report for the year ended 31st March, 2021.
A. Conservation of Energy
(i) The steps taken or impact on Conservation of Energy - The Company gives high priority for conservation of energy in all fields.
The Company has taken following measures for energy savings in the previous year :
a) Replacement of Old type Spindles taps of Ring Frames Machines with Energy efficient Taps.
b) Replacement of Six old Two for One (TFO) Machines with high energy efficient TFO.
(ii) Steps taken by the Company for utilizing alternate sources of energy -
As renewable/green energy initiatives, the Company has installed 8.40 MW Roof Top Solar Power Plant for captive consumption
of Solar Power at Hamirgarh & Begun Units.
B. Technology Absorption
(1) The efforts made towards technology absorption :-
The technology is being used for development of new products and for improvement in the production process and quality of
products.
(2) Benefits derived like product improvement, cost reduction, product development or import substitute:-
The Company has been continuously improving the quality of its existing products at reduced cost and developed new
products from time to time. During the year Company has set up state of art Fabric Designing facilities to develop innovative
designs.
(3) No technology has been imported during the last three years.
(4) Expenditure incurred on Research and Development during the year is as follows :
[` In Lacs]
Particulars Current Year Previous Year
(a) Capital - 153.67
(b) Recurring 396.98 330.94
Total (a+b) 396.98 484.61
% to total turnover 0.24% 0.34%
R. L. Nolkha
Place : Hamirgarh, Bhilwara Chairman
Date : 3rd August, 2021 (DIN – 00060746)
ANNEXURE - III
Statement of Particulars of Employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of Employee Designation Remuneration Qualifications Experience Commencement Whether Age Last
(` Lacs) Years of employment Permanent/ Years Employment
Contractual
Sh. Ratan Lal Nolkha Chairman 133.33 FCA,FCS, 50 6th September, Contractual 75 Managing
FCMA 1997 Director BSL
Limited
Sh. Dinesh Nolkha Managing Director 125.33 FCA, FCMA 26 1stJanuary, 1996 Contractual 50 -
Sh. Nitin Nolakha Jt. Managing Director 118.48 B.Com., MBA 21 1st Octobor, 1998 Contractual 45 -
Sh. Sandeep Kumar President (Operations) 38.76 B. Tech 29 1st April, 2007 Permanent 50 ST Cotex
Sh. Debasis Kumar Vice President 34.97 M. Tech. 35 17th April, 2018 Permanent 61 Nahar Ind.
Das Gupta (Weaving) (Tex.)
Sh. Purushottam Chief Financial Officer 31.44 B.Com, FCA 36 1st August, 2006 Permanent 59 BSL Limited
Maheshwari
Sh. Umesh Toshniwal Vice President (Mktg.) 31.41 B.Com 27 1st Apil, 1993 Permanent 49 -
Sh. Anil Kumar Jain Vice President 31.10 B.Sc, 31 3rd March, 2018 Permanent 55 Sutlej
(Commercial) ICWA,CS Textiles
Sh. Ratnesh Kumar General Manager 22.07 B. Tech. (Tex.) 29 29th April, 2008 Permanent 50 CLC Group
(Rotor Spinning)
Sh. Inderjeet Singh General Manager 21.73 B. Tech. (Tex.) 24 29th June, 2018 Permanent 48 Welspun
(Spinning) India
Sh. Ratan Lal Nolkha, Sh. Dinesh Nolkha and Sh. Nitin Nolakha are related to each other and none of the other employees are
related to any Director or manager of the Company.
Notes:
1. None of the employees of the Company are covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 as none of the employee is in receipt of remuneration in excess of remuneration drawn
by Managing Director & Whole Time Directors and holding more than 2% of the paid-up capital of the Company.
2. Except above, none of the person was employed for the full year and was in receipt of remuneration of ` 1,02,00,000 or more
and employed for part of the year and was in receipt of remuneration aggregating to ` 8,50,000/- or more per month.
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the statistical analysis of the remuneration paid to Directors and Key Managerial Personnel (KMP)
as against other employees of the Company and with respect to the performance of the Company (PAT) is given below:-
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial
year 2020-21 :-
2. The percentage increase/(Decrease) in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year 2020-21:-
3. The percentage increase in the median remuneration of employees in the financial year 2020-21 :- 1.67
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration :-
Average % increase in the salary of employees other than Managerial Personnel: - (2.16)
The variable component of Salary i.e. Commission of Executive Directors increased due to higher profit of the Company and
resulted into substantial increase in the salary of Managerial Personnel in comparison to other employees. However, the fixed
component of Salary has decreased during this year in comparison to previous year.
6. The Company affirms that the remuneration paid to Directors and employees are as per the remuneration policy of the
Company.
R. L. Nolkha
Place : Hamirgarh, Bhilwara Chairman
Date : 3rd August, 2021 (DIN – 00060746)
ANNEXURE - IV
BUSINESS RESPONSIBILITY REPORT (BRR)
This Business Responsibility Report (“BRR”) for the Financial Year ended 31st March, 2021 conforms to the Business Responsibility
Reporting requirement pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, which has mandated the inclusion of BRR as part of the Company’s Annual Report for top 1000 listed entities based on market
capitalisation (calculated as on March 31 of every financial year) and the National Guidelines on Responsible Business Conduct
issued by Ministry of Corporate Affairs, Government of India in March, 2019.
We at Nitin Spinners believe that following National Guidance on Responsible Business Conduct results in long term value creation
for all stakeholders. We understand that our operations has social and environmental impacts and the company is committed towards
sustainable development, which requires caring for all stakeholders, maximising the social impact of business and minimising the
environmental footprint.
SECTION D : BR INFORMATION
1. Details of Director/Directors responsible for BR
A. Details of the Director/Director responsible for implementation of the BR policy/policies -
1 DIN Number - 00054658
2 Name - Shri Dinesh Nolkha
3 Designation - Managing Director
ANNEXURE - IV (Contd.)
P1 P2 P3 P4 P5 P6 P7 P8 P9
8. Does the company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
policy / policies?
9. Does the Company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y
related to the policy / policies to address stakeholders’
grievances related to the policy /policies? ****
10. Has the Company carried out independent audit/evaluation of Y Y Y Y Y Y Y Y Y
the working of this policy by an internal or external agency *****
Notes
* All the policies have been formulated in consultation with Internal stakeholders. While there may not be formal consultation
with all the external stakeholders, relevant policies / procedures have been evolved over a period of time by taking inputs
from concerned stakeholders.
Policies
P1 - Code of Conduct, Vigil Mechanism
P2 - Integrated Management System Policy
P3 - Integrated Management System Policy, HR Policy
P4 - Stakeholder Engagement Policy
P5 - Human Rights Policy
P6 - Integrated Management System Policy
P7 - Public and Regulatory Policy
P8 - Corporate Social Responsibility Policy, Social Accountability Policy
P9 - Customer Centricity Policy
** All policies conform to the applicable laws of the country, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and National Guidance on Responsible Business Conduct. In addition the policies have been formulated
in accordance with the following standards where ever applicable:
P1 P2 P3 P4 P5 P6 P7 P8 P9
ISO 14001:2015 ISO ISO SA 8000:2014
45001:2018 50001: 2018
*** The Policies which are statutorily required to be approved by the Board have been approved by the Board. The Company’s
other policies have been approved by Managing director of the company and these policies has been taken up by the
Board in its Meeting held on 8th May, 2021
***** The Whistle Blower Mechanism adopted by the Company provides employees/ Customers/Vendors/Contractors etc.
to report any concerns or grievances pertaining to any potential or actual violation of Company’s Code of Conduct and
Ethics policy or any unethical behaviour.
***** The policies are evaluated internally. Policies relating to occupational health and safety management, energy management
system, environment management system, and social accountability have been audited by an external agency.
B. IF ANSWER TO THE QUESTION AT SERIAL NUMBER 1 AGAINST ANY PRINCIPLE, IS ‘NO’, PLEASE
P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
3. The Company does not have financial or manpower resources
------ Not Applicable ------
available for the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
3. GOVERNANCE RELATED TO BR
1. Indicate the frequency with which the Board of : The Board of Directors of the Company, either directly or through its
Directors, Committee of the Board or CEO to Committees, assesses various initiatives forming part of the BR
assess the BR performance of the Company. performance of the Company on a periodic basis. The CSR
Within 3 months, 3-6 months, Annually, More Committee meets from time to time to review implementation of the
than 1 year. projects/programmes/activities to be undertaken in the field of CSR.
2. Does the Company publish a BR or a : The Company publishes the information on BR which forms part of
Sustainability Report? What is the hyperlink for the Annual Report of the Company. The Annual Report is also
viewing this report? How frequently it is uploaded on the website of the Company
published?
PRINCIPLE - 2
1. List up to 3 of your products or services whose : We produce yarns and fabrics and cotton is our main raw material.
design has incorporated social or environmental We have been proactive in sourcing from responsible sources. We
concerns, risks and/or opportunities. use 100% organic cotton, BCI certified and GIZA certified cotton
recycled cotton and recycled polyester fibre. The yarns and fabrics
produced out of these sources constitute approx. 15% of the total
revenues. It is realised at farming end.
2. For each such product, provide the following details : The benefits are realised at farming end
in respect of resource use (energy, water, raw
material etc.) per unit of product(optional):thereof, in
about 50 words or so.
ANNEXURE - IV (Contd.)
A. Reduction during sourcing / production / distribution : We procure BCI certified and organic cotton. BCI certified and
achieved since the previous year throughout the organic cotton have multiple advantages for all stakeholders right
value chain? from Farmers to the final consumer. Better Cotton Initiative (BCI)
exists to make global cotton production better for the people who
produce it, better for the environment it grows in, and better for the
sector’s future. BCI connects people and organisations from across
the cotton sector, from field to store, to promote measurable and
continuing improvements for the environment, farming communities
and the economies of cotton producing areas. BCI has 7 Principles
that are the overarching sustainability requirements.
Principle 1: BCI Farmers minimise the harmful impact of crop
protection practices.
Principle 2: BCI Farmers promote water stewardship
Principle 3: BCI Farmers care for the heath of soil
Principle 4: BCI Farmers enhance biodiversity and use land
responsibly
Principle 5: BCI Farmers care for and preserve fibre quality
Principle 6: BCI Farmers promote decent work
Principle 7: BCI Farmers operate an effective management system
B. Reduction during usage by consumers (energy, : The benefits in terms of energy and water savings for BCI certified
water) has been achieved since the previous year? cotton and organic cotton are realised at the growing and sourcing
stage.
3. Does the Company have procedures in place for : The Company has a policy to encourage a purchase of BCI (Better
sustainable sourcing (including transportation)? Cotton Initiative) certified cotton, recycled Polyester Fibre and
Organic Cotton. We also use recycled cotton in our manufacturing.
We have a policy to procure 15% of the raw material from responsible
sources which include BCI certified, Organic and recycled cotton
and Polyester fibre.
A. If yes, what percentage of your inputs was sourced : We have approx. 15% of our inputs sourced sustainably.
sustainably? Also, provide details thereof, in about Organic Cotton - 5%
50 words or so. year throughout the value chain?
BCI certified Cotton - 5%
Recycled cotton - 2%
Recycled Polyester Fibre – 3%
4. Has the company taken any steps to procure goods : Purchases from nearby districts amount to 15% of total purchases
and services from local & small producers, including
communities surrounding their place of work?
A. If yes, what steps have been taken to improve their : The Company actively participates in the funding and activities of
capacity and capability of local and small vendors? the Cotton Research Centre - CITI towards Cotton Development and
research. The research benefits the local cotton farmers in growing
cotton which are of good quality and also improves the profitability
of the farmers.
5. Does the company have a mechanism to recycle : We maintain a ZERO waste to landfill operations at both of our
products and waste? If yes what is the percentage of plants. Being a environmentally conscious and responsible
recycling of products and waste (separately as <5%, organisation we don’t send our wastes to landfill. All the cotton, yarn
5-10%, >10%). Also, provide details thereof, in about and fabric wastes are either reprocessed in our own manufacturing
50 words or so. or sent for other industrial uses. 10% of our waste out of production
is recycled and reprocessed in our own operations and balance is
sold for other industrial uses. For our liquid discharge we have
installed ZERO LIQUID DISCHARGE (ZLD) systems hence we don’t
discharge effluent in our vicinity of operations. The dry sludge out of
ZLD is sent to authorised collectors and recyclers.
PRINCIPLE – 3
1. Please indicate the Total number of employees. : 5172 (Permanent - 5133, Contractual - 39)
2. Please indicate the Total number of employees : 39 (Thirty Nine)
hired on temporary/contractual/casual basis.
3. Please indicate the Number of permanent women : 7 (Seven)
employees.
4. Please indicate the Number of permanent employees : 17 (Seventeen)
with disabilities
5. Do you have an employee association that is : No. Being a responsible organisation we understand that employees
recognised by management. are an important stakeholder and employees satisfaction is
immensely important for the success of the organisation. We have
instituted Grievance Redressal Mechanism under the Social
Accountability Standard (SA 8000). One of the important part of the
Grievance redreesal mechanism to include worker representatives
in addressing the complaints or issues on employees
6. What percentage of your permanent employees is : N.A.
members of this recognised employee association?
7. Please indicate the Number of complaints relating to : No complaints relating to child labour, forced labour, involuntary
child labour, forced labour, involuntary labour, sexual labour, sexual harassment has been received during the last
harassment in the last financial year and pending, as financial year ending on 31st March, 2021.
on the end of the financial year.
8. What percentage of your under mentioned : Category of Employees Safety Skill
employees were given safety & skill up-gradation Training Upgradation
training in the last year? - % Training - %
Employees Employees
covered covered
(a) Permanent Employees 100% 4%
(b) Permanent Women Employees 100% 4%
(c) Casual/Temporary/Contractual 100% 0%
Employees
(d) Employees with Disabilities 100% 4%
PRINCIPLE – 4
1. Has the company mapped its internal and external While no formal stakeholder mapping exercise has been done the
stakeholders? Yes/No company considers employees, customers, suppliers, investors and
analysts, shareholders, regulatory bodies and community around
our plants as stakeholders for the organisation.
2. Out of the above, has the company identified the Yes, the community around our plants particularly women and poor
disadvantaged, vulnerable & marginalised are identified as vulnerable and marginalised stakeholders by the
stakeholders. organisation.
3. Are there any special initiatives taken by the Yes. The Company through CSR Policy addresses the socially
company to engage with the disadvantaged, disadvantaged sections of the society i.e. women and poor nearby
vulnerable and marginalised stakeholders. If so, our plant locations. Within the broader stakeholder group of
provide details thereof, in about 50 words or so. communities, the Company works towards women empowerment.
The details of our work with the disadvantages, vulnerable and
marginalised stakeholders have been reported in the Annexure 1 of
the Board’s report.
ANNEXURE - IV (Contd.)
PRINCIPLE – 5
1. Does the policy of the company on human rights The Company understands and continuously strives to promote
cover only the company or extend to the Group/ human rights as mentioned in the Constitution of India in the
Joint Ventures/Suppliers/Contractors/NGOs/Others? provisions of Fundamental Rights and Directive Principles of State
Policy and also the guidelines of the International Bill of Human
Rights. While, the company’s human rights policy is applicable to the
company only, we promote the awareness and realisation of human
rights across our value chain and among our stakeholders.
2. How many stakeholder complaints have been No complaint was pending in the past and further, no complaint was
received in the past financial year and what percent received pertaining to human rights violation during the financial
was satisfactorily resolved by the management? 50 year 2020-21.
words or so.
PRINCIPLE – 6
1. Does the policy related to Principle 6 cover only the Environment Policy covers all manufacturing sites and own
company or extends to the Group/Joint Ventures/ employees and contractors of the Company. We encourage
Suppliers/Contractors/NGOs/ others. Suppliers and others in our value chain to adopt policies to minimise
the environmental impact
2. Does the company have strategies/ initiatives to Yes, the Company has strategies to address global environmental
address global environmental issues such as climate issues. The Company also has a Environment Policy, Sustainability
change, global warming, etc? Y/N. If yes, please give Policy, Energy Management System that covers the aspects of
hyperlink for webpage etc. environment conservation. Various sustainability initiatives taken by
the Company includes energy management, waste reduction,
emission reduction, and water management.
3. Does the company identify and assess potential Yes - The Company has a mechanism to identify and assess potential
environmental risks? Y/N environmental risks at the plant level. The Company is certified for
ISO 14001 whereby the environmental risks and control measures
are periodically reviewed by independent auditors.
4. Does the company have any project related to Clean No
Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if Yes, whether
any environmental compliance report is filed?
5. Has the company undertaken any other initiatives on Being an good corporate citizen and being responsible towards the
– clean technology, energy efficiency, renewable environmental impact of our operations we have taken a number of
energy, etc. Y/N. If yes, please give hyperlink for initiatives.
web page etc. 1. Zero Liquid Discharge System
2. Zero Waste to landfill
3. Sustainable cotton procurement
4. Rain Water Harvesting
5. Sewage Treatment Plant
6. Use of Renewal Energy - We have installed 8.40 MW capacity
of solar power in our premises.
7. Energy Efficient Machinery
a) Replacement of Spindles and Bobbins of Ring Frames
Machines from higher to lower weight.
b) Reduction in the leakage of compressed air and air
pressure during machine cleaning.
c) Replacement of old motors of Machines to Energy Efficient
Motors.
d) The Company has also replaced eight old Two for One
(TFO) Machines with high energy efficient TFO.
PRINCIPLE – 7
1. Is your company a member of any trade and chamber Yes, Nitin Spinners Limited is a member of the following bodies :
or association? If Yes, Name only those major ones (a) The Confederation of Indian Textile Industry (CITI)
that your business deals with:
(b) Northern India Textile Research Association (NITRA)
(c) The Cotton Textiles Export Promotion Council (TEXPROCIL)
(d) The Rajasthan Textile Mills Association (RTMA)
(e) Mewar Chamber of Commerce and Industry (MCCI)
2. Have you advocated/lobbied through above Yes, the Company through various Industry associations, participates
associations for the advancement or improvement of in advocating matters for the advancement of the Industry and Public
public good? Yes/No; if yes specify the broad areas Good. The Company has a Public and Regulatory Policy to ensure
( drop box: that the highest standards of business conduct are followed while
Governance and Administration, Economic Reforms, engaging with aforesaid Trade associations/Industry bodies.
Inclusive Development Policies, Energy security,
Water, Food Security, Sustainable Business
Principles, Others)
PRINCIPLE – 8
1. Does the company have specified programmes/ Nitin Spinners Limited acknowledges its responsibility towards the
initiatives/projects in pursuit of the policy related to society and supports inclusive growth and equitable development
Principle 8? If yes details thereof. of all its stakeholders. We strongly believe in growing together
responsibly leading to success of our business. We aim at balancing
the needs and address the concerns of our stakeholders and
endeavour to take into the consideration the impact we have on the
environment, society and the community. We are committed to
giving back to the society within which it operates and flourishes
and as part of this principle, we have chosen our initiatives under our
CSR Programs. The Company carries out various initiatives under
the aegis of ‘Corporate Social Responsibility’ and are undertaken
directly or through NGO or government entities. Please refer to CSR
Report in Annexure to the Board’s Report.
2. Are the programmes / projects undertaken through Please refer to the CSR Report which is annexed as Annexure to the
in-house team / own foundation / external NGO / Board’s Report in this Annual Report
government structures / any other organisation?
3. Have you done any impact assessment of your Impact assessment is done by our internal teams.
initiative?
4. What is your company’s direct contribution to During the financial year 2020-21, the Company spent ` 143.16 Lacs
community development projects- Amount in INR towards CSR initiatives. Details of the projects are available in
and the details of the projects undertaken. Annexure to the Board’s Report.
5. Have you taken steps to ensure that this community Each of the projects is having an outcome which is acknowledged
development initiative is successfully adopted by by the community. The Company works with partners who have a
the community? Please explain in 50 words, or so. grass root understanding of the community that makes the projects
successful, both in the short term and long term. Most of the
Company’s CSR programs are long term in nature and the Company
also work with the Government in creating a sustainable engagement.
PRINCIPLE – 9
ANNEXURE - IV (Contd.)
1. What percentage of customer complaints/consumer The Company is committed to creating products and solutions that
cases are pending as on the end of financial year. exceed customer expectations and enhance the level of business
profitability. We consistently strive forth to ensure higher customer
satisfaction through our efforts in production innovation, R&D
activities and ensuring enhanced lifecycle of the product. No
customer complaints was received during the 2020-21
2. Does the company display product information on The Company complies with disclosure requirements as per local
the product label, over and above what is mandated laws. In addition, some other details are also displayed as per
as per local laws? Yes / No / N.A. / Remarks customers’ requests and/or facilitate handling/transportation.
(additional information)
3. Is there any case filed by any stakeholder against There are no cases received in the last 5 years or pending with
the company regarding unfair trade practices, regard to unfair trade practices, irresponsible advertising and/or
irresponsible advertising and/or anti-competitive anticompetitive behaviour as on 31st March, 2021
behaviour during the last five years and pending as
on end of financial year. If so, provide details thereof,
in about 50 words or so.
4. Did your company carry out any consumer survey/ Customer feedback is taken after sales. We have consistently
consumer satisfaction trends? achieved 100% customer satisfaction in our customer satisfaction
index.
R. L. Nolkha
Place : Hamirgarh, Bhilwara Chairman
Date : 3rd August, 2021 (DIN – 00060746)
We further report that Majority decision is carried through while the dissenting
The Board of Directors of the Company is duly constituted members’ views, if any, are captured and recorded as part of
with proper balance of Executive Directors, Non-Executive the minutes.
Directors and Independent Directors. The changes in the We further report that there are adequate systems and
composition of the Board of Directors that took place during processes in the Company commensurate with the size and
the period under review were carried out in compliance with operations of the Company to monitor and ensure compliance
the provisions of the Act. with applicable laws, rules, regulations and guidelines.
Adequate notice is given to all directors to schedule the We further report that during the audit period the Company
Board Meetings, agenda and detailed notes on agenda were has not undertaken any event/action having a major bearing
sent at least seven days in advance, and a system exists for on the Company’s affairs in pursuance of the above referred
seeking and obtaining further information and clarifications laws, rules, regulations, guidelines, standards, etc.
on the agenda items before the meeting and for meaningful
participation at the meeting.
CS Manoj Maheshwari
Partner
Membership No.: FCS 3355
C P No.: 1971
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.
To,
The Members,
Nitin Spinners Limited
16-17 K. M. Stone, Chittor Road, Hamirgarh
Bhilwara – 311001 (Rajasthan)
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. 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.
CS Manoj Maheshwari
Partner
Membership No.: FCS 3355
C P No.: 1971
We M/s V. M. & Associates, Company Secretaries have the Company during the Review Period);
examined:
(f) Securities and Exchange Board of India (Issue and Listing
(a) all the documents and records made available to us and of Debt Securities) Regulations, 2008 (Not applicable to
explanation provided by Nitin Spinners Limited (“the the Company during the Review Period);
listed entity”),
(g) Securities and Exchange Board of India (Issue and Listing
(b) the filings/ submissions made by the listed entity to the of Non- Convertible and Redeemable Preference Shares)
stock exchanges, Regulations,2013 (Not applicable to the Company during
(c) website of the listed entity, the Review Period);
(d) any other document/ filing, as may be relevant, which has (h) Securities and Exchange Board of India (Prohibition of
been relied upon to make this certification, Insider Trading) Regulations, 2015;
for the year ended 31st March, 2021 (“Review Period”) in respect (i) Securities and Exchange Board of India (Registrars to
of compliance with the provisions of: an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client and
(a) the Securities and Exchange Board of India Act, 1992 circulars/guidelines issued there under;
(“SEBI Act”) and the Regulations, circulars, guidelines
issued there under; and and based on the above examination and considering the
relaxations granted by the Ministry of Corporate Affairs and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), Securities and Exchange Board of India warranted due to the
rules made there under and the Regulations, circulars, spread of the COVID-19 pandemic, we hereby report that,
guidelines issued there under by the Securities and during the Review Period:
Exchange Board of India(“SEBI”);
(a) The listed entity has complied with the provisions of the
The specific Regulations, whose provisions and the circulars/
above Regulations and circulars/ guidelines issued there
guidelines issued there under, have been examined, include:-
under.
(a) Securities and Exchange Board of India (Listing Obligations
(b) The listed entity has maintained proper records under
and Disclosure Requirements) Regulations, 2015;
the provisions of the above Regulations and circulars/
(b) Securities and Exchange Board of India (Issue of Capital guidelines issued there under insofar as it appears from
and Disclosure Requirements) Regulations, 2018 (Not our examination of those records.
applicable to the Company during the Review Period);
(c) No action has been taken against the listed entity/ its
(c) Securities and Exchange Board of India (Substantial promoters/ directors/ material subsidiaries either by SEBI
Acquisition of Shares and Takeovers) Regulations, 2011; or by Stock Exchanges (including under the Standard
Operating Procedures issued by SEBI through various
(d) Securities and Exchange Board of India (Buyback
circulars)under the aforesaid Acts/ Regulations and
of Securities) Regulations, 2018 (Not applicable to the
circulars/ guidelines issued there under.
Company during the Review Period);
(d) The listed entity has taken the following actions to comply
(e) Securities and Exchange Board of India (Share Based
with the observations made in previous reports: NOT
Employee Benefits) Regulations, 2014 (Not applicable to
APPLICABLE being no observation in previous report.
CS Manoj Maheshwari
Partner
Membership No.: FCS 3355
C P No.: 1971
To,
The Members,
Nitin Spinners Limited
16-17 K.M. Stone,
Chittor Road, Hamirgarh
Bhilwara-311001 (Rajasthan)
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Nitin Spinners
Limited having CIN:L17111RJ1992PLC006987 and having registered office at 16-17 K.M. Stone, Chittor Road, Hamirgarh,
Bhilwara-311001 (Rajasthan) (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 ended on 31st March,
2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
CS Manoj Maheshwari
Partner
Membership No.: FCS 3355
C P No.: 1971
Global Economic Overview The Net Foreign Direct Investment has also remained firm
The shake-up in all economies due to the prolonged Covid-19 throughout. Over 47% of the FDI has flown into the computer
stay will have a lasting impact on growth. However, most software and hardware sector, while construction accounted
economies are responding well to the current crisis with for 13.9%. Among these, manufacturing, chemicals, metals,
renewed stimulus and tailor-made strategies designed to and products and transport have also announced a significant
mitigate the losses of the year gone by. number of new projects, indicating that the capital investments
have remained strong despite the uncertainties. The overall
The global economic output is expected to expand 4% in economy, however, is likely to witness stress despite a
2021 and moderate to 3.8% in 2022, weighed down by the V-shaped recovery.
pandemic’s lasting damage to potential growth. On the other
hand, the overall global market is expected to strengthen Outlook
over the forecast horizon as confidence, consumption, and The Indian Government is curating a stimulus package for
trade gradually improve, primarily supported by the ongoing sectors worst affected by the pandemic, aiming to support an
vaccination. economy struggling with a slew of localised lockdowns due
to the second wave. The finance ministry is also working on
The global financial conditions have also eased considerably,
proposals to bolster tourism, aviation, and hospitality industries
especially after tightening early last year, primarily supported
and small and medium-sized companies.
by monetary policy accommodation. Growth in Emerging
Markets and Developing Economies (EMDEs) is expected to In April 2021, the finance ministry eased rules for Government
bounce back to 5% in 2021 from a 2.6% contraction in 2020. departments’ capital expenditure to boost spending. In
With a sharp contraction of 9.5% in 2020, global trade is addition to the low base effect in 2020-21, these will be some
expected to experience a modest pickup to an average of of the crucial drivers that will steer growth over the next two
5.1% in 2021-22. years:
The highly uncertain evolution of the pandemic, influenced Rapid vaccination pace and low death rates despite high
by Government actions, social behaviour, and vaccine-related infections
developments, will play a critical role in shaping the global Strong growth in private investment and its rebound
recovery’s strength and durability. stimulated by reforms and schemes
Outlook Pent-up demand backed by savings made by high- and
The economy’s structure is changing as per the pandemic, mid-income consumers who are waiting to spend
with some industries shrinking, while others are growing. Fiscal spending on building assets and infrastructure,
It impacted the mix of jobs available and the mix of skills which will have a high multiplier effect on the income,
required of the labour force. The global economic growth is jobs, and private investments, will likely start gaining
projected at 6% in 2021 and 4.4% in 2022 on the expectation momentum on the ground
of a sustained recovery. The main pointers to this would be
the gradual return to normalcy owing to worldwide vaccination Global Textile and Apparel Industry
drive, reducing unemployment rate, and policies and reforms The global textile market size was estimated at US$ 1,000.3
announced by Governments worldwide. As pent-up demand billion in 2020, and it is projected to reach US$ 1,041.8 billion
gets unleashed and consumer confidence returns, spending in 2021, with an expected CAGR of 4.4% from 2021 to 2028.
will also increase across sectors. However, new variants of Increasing demand for apparel from the fashion industry,
the virus and more waves of Covid-19 might come in between coupled with the growth of e-commerce platforms, is expected
expectation and reality. to drive the market over the forecast period.
Indian Economic Overview Cotton being the world’s most important natural fibre,
accounted for the largest revenue share of more than 39% in
According to the United Nations, India is expected to grow
2020. Whereas the wool segment accounted for a revenue
to 7.5% for 2021 and it is projected to grow by 10.1% in 2022.
share of 13.3% in 2020 and natural fibres made up 44% of total
However, the outlook for the year remains highly fragile since
the global share in 2020. (Source: Grandviewresearch.com).
India has been particularly affected by a more lethal second
wave. India’s total spending on health has remained almost Outlook
stagnant at 1.5% of the Gross Domestic Product (GDP) in the The demand for textiles will rise manifold, as it is expected that
last four years. But given the situation, the Government is the global population will touch the 8.1-billion mark by 2025.
projecting an increase to 1.8% this financial year and to 2.5% The global apparel market will grow to US$ 2.1 trillion by 2025.
by 2025. Apparel demand from the fashion industry, rising e-commerce,
and global demand for crease-free fabrics and high-quality dyed and printed fabrics is expected to drive this growth. The technical
segment is also expected to grow at 3.7% annually from CY2021 to 2028.
200
150
100 190
50 90 100 106
75
0
FY18 FY19 FY20 FY21 FY26F
80 65
60
37 36 34
40 28
20
0
FY18 FY19 FY20 FY21 FY26F
Government Initiatives
In the Union Budget 2021-22, the Government announced various initiatives to enhance the growth of this sector. Here are a few
of the highlights:
Launch a Mega Integrated Textile Region and Apparel (MITRA) Park scheme to establish seven textile parks with state-of-the-
art infrastructure, shared utilities, and R&D lab over three years
Funds allocated for setting up Kakatiya Mega Textile Park (KMTP) at an estimated cost of ` 1,552 Crores (US$ 212 Million)
Gujarat Government announced two mega textile parks for enabling forward and backward integration
Ministry of Textiles favoured a limited deal for the India-UK free trade agreement that could boost the garments sector (Source:
IBEF, May 2021).
well connected to major ports and markets. Investment in world-class technology, continuous growth and value addition, commitment
to consistent product quality, emphasis on customer satisfaction, and timely delivery of products are integral to the Company’s way
of functioning.
Financial Performance
(` in Crores)
For financial and product-wise performance concerning operational performance, please refer to the ‘Financial Results’ and
‘Operational Performance’ section of the Board’s Report.
Risk Management
Risk management measures are essential to a governance system. Therefore, it contributes to its strategic goals and safeguards its
value, assets, and reputation. Here are some of the risks and mitigation strategies of Nitin Spinners:
Human Resources
Human resource is a crucial asset for a Company to achieve sustained growth. To attract, retain and develop its talent pool, the
Company has consistently recognised talent, imparted training, and followed the golden principle of rewarding performance.
Besides, it is committed to individual well-being and safety at the workplace and it is proud to attract the talent that it needs for future
growth. Most importantly, it places great emphasis on eliminating all forms of discrimination in terms of employment and professional
activities (gender, age, race, political affiliation, religion, among others).It pays special attention to professional equality, gender
equality, the employment of seniors and young people, the employment of people with disabilities. It also has been accredited with
S.A. 8000:2014 (Social Accountability System) certification from the BSI. As of 31st March, 2021, the Company’s strength stood at
5,172 employees.
Cautionary Statements
Statements in this Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations
or predictions, may be ‘forward-looking statements’ within the meaning of applicable laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include raw
material availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations,
tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental
factors.
R. L. Nolkha
Place : Hamirgarh, Bhilwara Chairman
Date : 3rd August, 2021 (DIN – 00060746)
The Company has consistently practiced good Corporate Governance norms for the efficient conduct of its business and its
obligations towards all its stakeholders viz., the shareholders, customers, employees and the community in which the Company
operates. The Company is committed to observe good governance by focusing on adequate & timely disclosures, transparent &
robust accounting policies, strong & independent Board and endeavors to maximise shareholders benefit. The Company believes
that it shall go beyond adherence of regulatory frameworks in disclosing material information to the stakeholders. We believe that
Corporate Governance is a journey to constantly improving sustainable value creation. The Board of Directors of the Company plays
a central role in the good Corporate Governance by building up strong principles and values on which the Company operates.
2. BOARD OF DIRECTORS
Composition, Category and Attendance at Meetings
The Board of Directors of the Company consists of eminent persons with considerable professional expertise and experience
in business and industry, finance, management, legal and marketing. The Company has a balanced mix of Executive and Non-
Executive Directors, the Board comprises of six Directors including one Woman Director and composition of Board of Directors
of the Company is in conformity with Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (herein after referred as “Listing Regulations”) and applicable provisions of the Companies Act,
2013. The Company has 50% Non Executive Directors, it has an Executive Chairman and the numbers of Independent Directors are
50% of the total number of Directors. The Independent Directors with their diverse knowledge, experience and expertise bring in
their independent judgment in the deliberation and decisions of the Board.
The 28th Annual General Meeting of the Company was held on 16th September, 2020.
The Composition of the Board of Directors, attendance at Board & previous Annual General Meeting, number of other Directorship,
Committee Membership and Chairmanship are as under:-
Name of Directors Category of Directorship Board Attendance Directorship No. of other Committees
Meetings at last AGM in other in which Member or
attended held on 16th Companies Chairperson
out of 4 September Chairman Member
Meetings 2020
Sh. Ratan Lal Nolkha Promoter Executive 4 Yes 4 Nil Nil
Sh. Dinesh Nolkha Promoter Executive 4 Yes 3 Nil Nil
Sh. Nitin Nolakha Promoter Executive 4 Yes 2 Nil Nil
Sh. Yeshwantlal Ratilal Shah Independent Non-Executive 3 Yes Nil Nil Nil
Dr. Rabisankar Chattopadhyay Independent Non-Executive 4 Yes Nil Nil Nil
Smt. Aditi Mehta Independent Non-Executive 4 No Nil Nil Nil
None of the Directors of the Board serve as Members of more than 10 Committees nor are they Chairman of more than 5 Committees,
as per requirements of the Regulation 26(1) of the Listing Regulations. As required under Regulation 17A of the Listing Regulations
none of the Independent Directors serves as an Independent Director in more than seven listed companies and none of the
Independent Director of the Company is Whole Time Director in any other Listed Company. None of the Director is a Director in any
listed entity other than Nitin Spinners Limited. Dr. Rabisankar Chattopadhyay is holding 100 Equity Shares of the Company except
him no Independent & Non Executive Directors are holding any share in the Company and no convertible instrument has been
issued by the Company. None of the Directors are related to each other except three Executive Promoter Directors as Sh. R. L.
Nolkha is father of Sh. Dinesh Nolkha & Nitin Nolakha and Sh. Dinesh Nolkha & Nitin Nolakha are brothers.
All the Independent Directors have given declaration and confirmation of their independence and inclusion of their names in
Independent Director’s data bank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. They are exempt from the
requirement to undertake the online proficiency self-assessment test conducted by IICA. It is hereby confirmed that in the opinion
of Board, the Independent Directors fulfill the conditions specified under the “Listing Regulations” and they are independent of
Management. No Independent Director has resigned during the year.
The table below summarizes the key attributes and skills matrix, identified by the Board of Directors, as required in the
context of business of the Company and the name of Directors who have such skills / expertise / competence :-
S. Name of Directors Skills / Expertise / Competence
No. Finance Legal Management Technical Marketing / Administra-
Operations Sales tion
1. Sh. Ratan Lal Nolkha, P P P P
Chairman
2. Sh. Dinesh Nolkha, P P P P P P
Managing Director
3. Sh. Nitin Nolakha, P P P P P
Jt. Managing Director
4. Sh. Yeshwant Lal Ratilal Shah, P P P P P
Independent Director
5. Dr. Rabisankar Chattopadhyay, P P P P
Independent Director
6. Smt. Aditi Mehta, P P P P
Independent Director
the Audit Committee was present at the last Annual General requirements of section 178 of the Companies Act, 2013 and
Meeting of the Company held on 16th September, 2020. Regulation 19 of the Listing Regulations. During the financial
year 2020-21 three meetings of the Committee were held
Meetings and Attendance
on 19th June, 2020, 31st October, 2020 and 28th January,
The committee met four times during the financial year 2020- 2021. The number of meetings attended by each committee
21. The dates on which Audit Committee Meetings were held member during the year was as under:-
are 19th June, 2020, 8th August, 2020, 31st October, 2020 and
28th January, 2021. The number of meetings attended by each Name of Member No. of Meetings attended
committee member during the year was as under:- Sh. Y.R. Shah, Chairman 2
Smt. Aditi Mehta, Member 3
Name of Member No. of Meetings attended
Dr. R. Chattopadhyay, Member 3
Sh. Y.R. Shah, Chairman 3
Sh. R. L. Nolkha, Member 3
Smt. Aditi Mehta, Member 4
Dr. R. Chattopadhyay, Member 4 Performance Evaluations:-
The Nomination & Remuneration Committee(NRC) and Board
The Managing Director, CFO as well as the representatives of
is responsible for undertaking a formal annual evaluation of
the internal & the statutory auditors are permanent invitees to
its own performance, committees and individual Directors
the meeting. The Company Secretary acts as secretary to the
with a view to review their functioning and effectiveness
audit committee.
and to determine whether to extend or continue the term of
4. NOMINATION AND REMUNERATION COMMITTEE: appointment of the independent directors. During the year,
NRC and the Board carried out the performance evaluation
Brief Description of terms of reference
of itself, Committees and each of the executive directors/
The terms of reference of Nomination and Remuneration non-executive directors/independent directors excluding
Committee are aligned with the guidelines set out in the the director being evaluated. The criteria for performance
Regulation 19 read with Part D of Schedule II of the Listing evaluation of the Board included aspects such as Board
Regulations and also with the provisions of Section 178 of the composition and structure, effectiveness of Board processes,
Companies Act, 2013 which broadly includes formulation of etc. The criteria for performance evaluation of the Committees
the criteria for determining qualifications, positive attributes included aspects such as structure and composition of
and independence of a director and recommend to the Committees, effectiveness of Committee Meetings, etc. The
Board a policy, relating to the remuneration of the directors, above criteria are broadly based on the Guidance Note on
key managerial personnel and other employees; formulation Board Evaluation issued by the Securities and Exchange
of criteria for evaluation of performance of the Independent Board of India on 5th January, 2017.
Directors and the Board of Directors and devising a policy
on Board diversity; to Devise a policy on diversity of board The detailed Policy inter-alia including criteria for performance
of directors; Identifying persons who are qualified to become evaluation is available under web link http://nitinspinners.
directors and who may be appointed in senior management com/wp-content/uploads/2018/06/Nomination-Remuneration-
in accordance with the criteria laid down, and recommend Policy.pdf.
to the Board their appointment and removal. Decision about Remuneration of Directors
extension or continuation of term of Independent Directors
Non-Executive/Independent Directors are paid only sitting
on the basis of report of performance evaluation and to
fees for attending the Board and Committee meetings
recommend to the Board, all remuneration in whatever form,
and Executive Directors are paid Salary, Commission and
payable to senior management.
Perquisites subject to the overall ceilings imposed by the
Composition Companies Act, 2013 and other applicable statues.
The Committee constitutes Sh. Y. R. Shah, Smt. Aditi Mehta, The appointment and remuneration of Chairman, Managing
Dr. R. Chattopadhyay, Non-Executive & Independent Directors Director and Jt. Managing Director are governed as per
and Sh. R. L. Nolkha, Executive Chairman of the Company. Sh. terms and conditions approved by the Board of Directors
Y. R. Shah is Chairman of the Committee. The composition and Shareholders on the recommendation of Nomination and
of the Nomination and Remuneration Committee meets the Remuneration Committee.
S. Name of Directors Category of Directors Basic Salary Contribution Commission Others Total
No. to P.F.
1 Sh. R.L. Nolkha Promoter & Executive Director 43.86 5.26 82.38 1.83 133.33
2 Sh. Dinesh Nolkha Promoter & Executive Director 36.72 4.40 82.38 1.83 125.33
3 Sh. Nitin Nolakha Promoter & Executive Director 30.60 3.67 82.38 1.83 118.48
Performance linked incentive & Criteria – Commission based on profit of the Company.
Service contract, notice period, severance fee - The employment of Executive Director shall terminate automatically in the event
of his ceasing to be a Director of the Company in the General Meeting and/or in the event of their resignation as a Director of the
Company. No severance fee is payable to Executive Directors. Notice period shall be as per the appointment letter issued at the
time of appointment.
Non-Executive Directors do not draw any remuneration except sitting fee of ` 40,000/- for attending every Board Meeting and `
20,000/- for attending every Committee Meeting except for that the CSR Committee Meetings. Total sitting fee of ` 8,40,000/- was
paid during the financial year 2020-21. The details of remuneration paid to Non-Executive Directors during the financial year 2020-21
are as under:-
The Company has no pecuniary relationship or transactions with its Non-Executive Directors other than payment of sitting fees to
them for attending Board and Committee meetings. Dr. Rabisankar Chattopadhyay is holding 100 Equity Shares of the Company
except him no Independent & Non Executive Directors are holding any share in the Company and no stock option, convertible
instrument have been issued by the Company. The Company has not advanced any loan to any Director during the Financial Year
2020-21.
The committee considers and approves various requests for transmission, sub-division, consolidation, renewal, exchange, issue of
new certificates in replacement of old ones, Dematerialisation/Rematerialisation of Shares, non-receipt of declared Dividend, Annual
Reports and to redress the grievances of the investors as may be received from time to time. The Committee evaluate performance
and service standards of the Registrar and Share Transfer Agent of the Company; Provide guidance and make recommendations to
improve investor service levels for the investors; Review of the various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends; Review of adherence to the service standards adopted by the Company; Review of measures
taken for effective exercise of voting rights by shareholders.
The Committee meets as and when required and during the financial year 2020-21, one meeting of the Committee was held on 31st
October, 2020.
The Secretarial Department of the Company and Registrar & Transfer Agent, Bigshare Services Private Limited, Mumbai attend all
the Grievance of the Shareholders and Investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs,
Registrar of Companies, SCORES etc.
No Stakeholders’ Grievance remained un-attended/pending for more than 15 days. There was no complaint pending disposal
as on the 31st March, 2021. No request for dematerialisation of Equity Shares of the Company was pending for approval as at the
31st March, 2021.
Composition
No complaint was received from Investors during the financial year 2020-21 and no complaint was pending at the end of the year.
During the financial year 2020-21, no resolution has been passed through Postal Ballot. Also, no business proposed at the
ensuing Annual General Meeting requires passing through postal ballot.
7. INDEPENDENT DIRECTORS’ MEETING The code of conduct for Directors and Senior Management as
Pursuant to the Regulation 25(3) of the SEBI (Listing Obligations approved by the Board of Directors has been placed on the
and Disclosure Requirements) Regulations, 2015, the meeting website of the Company under the link http://nitinspinners.
of the Independent Directors was held on 19th June, 2020 com/wp-content/uploads/2019/04/Code-of-Conduct-for-
without the attendance of Non-Independent Directors and Directors.pdf. All Board members and senior management
members of management to inter-alia to: personnel have affirmed compliance with the code of conduct
during the year under review. In this regard, certificate of
Review the performance of Non Independent Directors
Managing Director is given at the end of this report.
and the Board of Directors as a whole;
Initiatives on Code of Conduct for Regulating, Monitoring &
Review the performance of the Chairman of the Company
Reporting Trading by Insiders
taking into account the views of the Executive and Non
In compliance with the SEBI regulation on Code of Conduct
Executive Directors;
for Regulating, Monitoring & Reporting Trading by Insiders, the
Assess the quality, content and timelines of flow of Company has instituted a comprehensive code of conduct for
information between the Management and the Board that its management staff. The Code lays down guidelines, which
is necessary for the Board to effectively and reasonably advises them on procedures to be followed and disclosures
perform its duties. to be made, while dealing with shares of the Company and
All the Independent Directors were present at the Meeting. cautions them on consequences of violations. The Company
follows closure of trading window prior to the publication of
8. OTHER DISCLOSURES: price sensitive information. The Company has been informing
the directors, senior management personnel and other
Details of Compliances:-
persons covered under the code and advise them not to trade
The Company has complied with all the requirements of the
in Company’s securities during the closure of trading window
Listing Regulations as well as SEBI regulations and guidelines.
period.
During the last three years, no penalties/strictures were
imposed / passed on the Company by Stock Exchanges or Compliance with Regulation 34(3) of SEBI (Listing Obligations
SEBI or any other statutory authority on any matter related to and Disclosure Requirements) Regulation, 2015.
capital markets. In accordance with the provisions of Regulation 34(3) read
with Schedule V Para C Sub clause (10) (i) of the SEBI (Listing
Related Party Transactions:-
Obligations and Disclosure Requirements) Regulations,
All transactions entered into with Related Parties as defined
2015, the Company has obtained a certificate from Practicing
under the Companies Act, 2013 and regulation 23 of the Listing
Company Secretary confirming that none of the Directors on
Regulations during the financial year were in the ordinary
the Board of the Company has been debarred or disqualified
course of business and on arms length pricing basis and do
from being appointed or continuing as directors of companies
not have any potential conflict the interests of the Company
by the Securities and Exchange Board of India, Ministry of
at large. There were no materially significant transactions with
Corporate Affairs or any such statutory authority. The certificate
related parties during the financial year. Suitable disclosure
issued is annexed herewith in this report.
as required by the Ind AS 24 has been made in the notes
to the Financial Statements. Pursuant to regulation 23 of Whistle Blower Policy/Vigil Mechanism:-
the Listing Regulations, all the related party transactions With the rapid expansion of business in terms of volume, value
are disclosed to Stock Exchanges on half yearly basis. The and geography, various risks associated with the business
Board has approved a policy for related party transactions have also increased considerably. One such risk identified
which has been uploaded on the Company’s website under is the risk of fraud & misconduct. The Audit Committee is
the link http://nitinspinners.com/wp-content/uploads/2021/02/ committed to ensure fraud-free work environment and to this
Related-Party-Policy.pdf end the Committee has laid down a Whistle Blower Policy
providing a platform to all the Directors, employee, other
Code of Conduct:-
stakeholders can report any suspected or confirmed incident
The Board of the Company has laid down a Code of Conduct
of fraud/misconduct. The policy also provides for adequate
for all Board members and Senior Management of the
safeguard against victimisation. This policy is applicable to all
Company. The Company is committed to conduct its business
the directors, employees, other stakeholders of the Company
in accordance with the pertinent laws, rules and regulations
and it is posted on the website of the Company under the
and with the highest standards of business ethics.
A. Date of AGM & Time & Venue 16th September, 2021 at 3.00 PM IST through Video Conference
(VC)/Other Audio Visual Means (OAVM)
B. Date of Book Closure 10.09.2021 to 16.09.2021
(Both the days Inclusive)
C. Dividend Payment date Within 30 days from the date of AGM.
D. Financial Year 1st April, 2021 to 31st March, 2022
The applicable listing fee for the Financial Year 2021-22 has been paid to both the Stock Exchanges
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The SEBI vide PR No. 12/2019 dated 27th March, 2019 mandated that w.e.f. 1st April, 2019 no request for effecting transfer of
securities shall be processed unless shares are held in DEMAT form however this is not applicable on transmission or
transposition of securities. Accordingly, no request for transfer of shares in physical form was received by the Company. The
cases of transmission & transposition of shares in physical form is processed and completed by Bigshare Services Private
Limited, Mumbai within a period of 15 days from the date of receipt thereof provided all the documents are in order and after
taking necessary approvals from the Company. In case of shares in electronic form, the transfers are processed by NSDL/CDSL
through respective Depository Participants. In compliance with the Listing regulations, a practicing Company Secretary audits
the System of Transfer and a Certificate to that effect is issued.
During the year 2020-21, Brickwork Ratings India Private Limited has reviewed the ratings of Bank Loan facilities of the
Company and following are credit ratings given by them :-
R. L. Nolkha
Place : Hamirgarh, Bhilwara Chairman
Date : 3rd August, 2021 (DIN – 00060746)
COMPLIANCE CERTIFICATE
{Under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015}
A) We have reviewed financial statements and cash flow statement for the year ended 31st March, 2021 and that to the best of our
knowledge and belief:
(1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading.
(2) 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 the company during the year which are
fraudulent, illegal or violative of the Company’s Code of Conduct.
C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of the internal control system of the Company pertaining to financial reporting and 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 rectify these deficiencies.
(1) Significant changes in internal control over financial reporting during the year;
(2) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements; and
(3) 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 over financial reporting.
DECLARATION AS REQUIRED UNDER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
All Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct for Directors
and Senior Management of Nitin Spinners Limited for the Financial Year ended 31st March, 2021.
We have examined the compliance of conditions of Corporate Governance by Nitin Spinners Limited for the year ended 31st March,
2021 as stipulated in Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of Management of the Company. Our examination
was limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of 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 condition of Corporate Governance as stipulated in the above-mentioned “Listing Regulations”
We further state that such compliance is neither an 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.
S.P. Jhanwar
Partner
Membership No.- 074414
Key Audit Matter How the matter was addressed in our audit
1. Valuation of Inventories Our audit procedure:
• The net carrying value of inventory as on 31st March, • We have performed the Inventory physical stock count on sample
2021 is 21.16 % of Total Assets of the Company. basis. We performed inventory counts at location, which is selected
• Sales in the industry can be extremely volatile with based on financial significance and risk and we performed the
consumer demand changing significantly (Seasonal) following procedures at each site:
based on current trends. As a result, there is a risk (i) Selected a sample of inventory items and compared the quantities
that the carrying value of inventory exceeds its net we counted to the quantities recorded.
realisable value. (ii) Observed a sample of management’s inventory count procedures
Hence, we determined the valuation of inventories as a to assess compliance with Company’s policy, and
key audit matter. (iii) Made inquiries regarding obsolete inventory items and inspected
Related Disclosures: the condition of items counted.
Please refer to Note-6 for details of the accounting • We have also evaluated a selection of controls over inventory
policies of inventories and Note-6 of Notes to Financial existence across the Company.
Statements for relevant disclosures of inventories. • Examining the Company’s historical trading patterns of inventory
sold at full price and inventory sold below full price, together with
the related margins achieved for each product lines in order to gain
comfort that stock has not been sold below cost.
• Evaluating the rationality of the inventory policies such as the
policy of inventory valuation and provision for obsolescence and
understanding whether the valuation of inventory was performed in
accordance with the Company’s policy.
• Analyzing the inventory aging report and net realisable value of
inventories.
• Inspecting the post period sales situation and evaluating the net
realisable value of measurement applied on aging inventory in
order to verify the evaluation accuracy of the estimated inventory
allowance by the Company and
• Assessing whether the disclosures of provision for inventory
valuation are appropriate.
2. Trade Receivables Our Audit Procedure:
• The recoverability of trade receivables and the level • Assessed the design and implementation of key controls around the
of provisions for doubtful debts are considered to monitoring of recoverability.
be a significant risk due to the pervasive nature of • Discussed with the management regarding the level and ageing of
these balances to the financial statements, and the trade receivables, along with the consistency and appropriateness of
importance of cash collection with reference to the receivables provisioning by assessing recoverability with reference
working capital management of the business. to amount received in respect of trade receivables.
• 31 March, 2021 the trade receivables balances (net • In addition, we have considered the Company’s previous experience
st
of provisions) consist of 9.89 % of the total amount of bad debt exposure and the individual counter-party credit risk.
of assets. Accordingly, we determined audit of trade
• Tested these balances on a sample basis through agreement to post
receivables as the key audit matter.
period end invoicing and cash receipt.
Related Disclosures:
• The accuracy and completeness was verified through, analytical
Please refer to Note-7of Notes to Financial Statements for reviews and balance confirmation.
relevant disclosures of Trade Receivables.
• Analyzing the aging schedule of trade receivable, past collection
records, industry boom and concentration of customers’ credit risk.
Key Audit Matter How the matter was addressed in our audit
3. Revenue Recognitionn Our audit procedure:
• Revenue is an important measure used to evaluate • Assessing the design, implementation existence and operating
the performance of the Company. There is a risk that effectiveness of internal control procedures implemented as well as
the revenue is presented for amounts higher than test of details to ensure accurate processing of revenue transactions.
what has been actually generated by the Company. • Inspecting underlying documentation for any book entries which
Consequently, we considered revenue recognition to were considered to be material on a sample basis.
be a significant key audit matter.
• Inspecting the key terms and conditions of agreements with major
Related Disclosures: customers on a sample basis to assess if there were any terms and
Please refer to Note-11 of the accounting policies for conditions that may have affected the accounting treatment of the
details of the accounting policies of revenue recognition revenue recognition.
and Note- 39 of Notes to Financial Statements. • The accuracy and completeness of revenue was verified through,
cut-off test, analytical reviews and balance confirmation.
Information Other than the Financial Statements and preventing and detecting frauds and other irregularities;
Auditor’s Report Thereon selection and application of appropriate accounting policies;
The Company’s Board of Directors is responsible for the making judgments and estimates that are reasonable and
preparation of the other information. The other information prudent; and design, implementation and maintenance of
comprises the information included in the Management adequate internal financial controls, that were operating
Discussion and Analysis, Board’s Report including Annexures effectively for ensuring the accuracy and completeness of
to Board’s Report, Corporate Governance and Shareholder’s the accounting records, relevant to the preparation and
Information, but does not include the financial statements presentation of the financial statements that give a true and
and our auditor’s report thereon. The other information as fair view and are free from material misstatement, whether due
identified above is expected to be made available to us after to fraud or error.
the date of this auditor’s report. In preparing the financial statements, management is
Our opinion on the financial statements does not cover responsible for assessing the Company’s ability to continue
the other information and we will not express any form of as a going concern, disclosing, as applicable, matters related
assurance conclusion thereon. to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
In connection with our audit of the financial statements, our
Company or to cease operations, or has no realistic alternative
responsibility is to read the other information identified above
but to do so.
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the financial Those Board of Directors are responsible for overseeing the
statements or our knowledge obtained during the course of Company’s financial reporting process.
our audit or otherwise appears to be materially misstated. Auditor’s Responsibilities for the Audit of the Financial
When we read the other information as identified above, if Statements
we conclude that there is a material misstatement therein, Our objectives are to obtain reasonable assurance about
we are required to communicate the matter to those charged whether the financial statements as a whole are free from
with governance. material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
Management’s Responsibility for the Financial Statements
assurance is a high level of assurance, but is not a guarantee
The Company’s Board of Directors is responsible for the matters that an audit conducted in accordance with SAs will always
stated in Section 134(5) of the Companies Act, 2013 (“the Act”) detect a material misstatement when it exists. Misstatements
with respect to the preparation of these financial statements can arise from fraud or error and are considered material if,
that give a true and fair view of the financial position, financial individually or in the aggregate, they could reasonably be
performance, total comprehensive income, changes in equity expected to influence the economic decisions of users taken
and cash flows of the Company in accordance with the IndAS on the basis of these financial statements.
and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate As part of an audit in accordance with SAs, we exercise
accounting records in accordance with the provisions of professional judgment and maintain professional skepticism
the Act for safeguarding the assets of the Company and for throughout the audit. We also:
• Identify and assess the risks of material misstatement of We communicate with those charged with governance
the financial statements, whether due to fraud or error, regarding, among other matters, the planned scope and
design and perform audit procedures responsive to those timing of the audit and significant audit findings, including
risks, and obtain audit evidence that is sufficient and any significant deficiencies in internal control that we identify
appropriate to provide a basis for our opinion. The risk during our audit. We also provide those charged with
of not detecting a material misstatement resulting from governance with a statement that we have complied with
fraud is higher than for one resulting from error, as fraud relevant ethical requirements regarding independence, and
may involve collusion, forgery, intentional omissions, to communicate with them all relationships and other matters
misrepresentations, or the override of internal control. that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures From the matters communicated with those charged with
that are appropriate in the circumstances. Under section governance, we determine those matters that were of most
143(3)(i) of the Act, we are also responsible for expressing significance in the audit of the financial statements of the
our opinion on whether the Company has adequate current period and are therefore the key audit matters. We
internal financial controls system in place and the describe these matters in our auditor’s report unless law or
operating effectiveness of such controls. regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
• Evaluate the appropriateness of accounting policies
matter should not be communicated in our report because
used and the reasonableness of accounting estimates
the adverse consequences of doing so would reasonably
and related disclosures made by management.
be expected to outweigh the public interest benefits of
• Conclude on the appropriateness of management’s use such communication.
of the going concern basis of accounting and, based
Report on Other Legal and Regulatory Requirements
on the audit evidence obtained, whether a material
1) As required by the Companies (Auditor’s Report) Order,
uncertainty exists related to events or conditions that
2016(“the order) issued by the Central Government in
may cast significant doubt on the Company’s ability to
terms of Section 143(11) of the act, we give in “Annexure I”
continue as a going concern.
a statement on the matters specified in paragraph 3 and
If we conclude that a material uncertainty exists, we are 4 of the Order
required to draw attention in our auditor’s report to the
2) As required by section 143(3) of the Act, based on our
related disclosures in the financial statements or, if such
audit we report:
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained (a) We have sought and obtained all the information and
up to the date of our auditor’s report. However, future explanations, which to the best of our knowledge
events or conditions may cause the Company to cease and belief were necessary for the purpose of
to continue as a going concern. our audit;
• Evaluate the overall presentation, structure and content (b) In our opinion and to the best of our information and
of the financial statements, including the disclosures, and according to the explanations given to us, proper
whether the financial statements represent the underlying books of accounts as required by law have been
transactions and events in a manner that achieves kept by the Company so far as appears from our
fair presentation. examination of those books;
Materiality is the magnitude of misstatements in the financial (c) The Balance Sheet, the Statement of Profit and Loss
statements that, individually or in aggregate, makes it probable (including Other Comprehensive Income), Statement
that the economic decisions of a reasonably knowledgeable of Changes in Equity and the Statement of Cash
user of the financial statements may be influenced. We Flow dealt with by this Report are in agreement with
consider quantitative materiality and qualitative factors in the relevant books of account.
(i) planning the scope of our audit work and in evaluating
(d) In our opinion, the aforesaid financial statements
the results of our work; and (ii) to evaluate the effect of any
comply with the IndAS specified under Section
identified misstatements in the financial statements.
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014
(e) On the basis of written representations received (h) With respect to the other matters to be included in
from the directors, as on 31st March, 2021 and taken the Auditor’s Report in accordance with Rule 11 of
on record by the Board of Directors, none of the the Companies (Audit and Auditors) Rules, 2014, in
Directors are disqualified as on 31st March, 2021, our opinion and to the best of our information and
from being appointed as a director in terms of according to the explanations given to us:
section 164 (2) of the Act.
i. The Company has disclosed the impact of
(f) With respect to the adequacy of the internal financial pending litigations on its financial position in its
controls over financial reporting of the Company financial statements. (Refer Note No.31)
and the operating effectiveness of such controls,
ii. The Company did not have any long term
refer to Annexure ‘II’ to this report.
contracts including derivative contracts, for
(g) With respect to the other matter to be included which there were any material foreseeable
in the Auditor’s Report in accordance with losses.
the requirements of section 197(16) of the Act,
iii. There are no amounts which are required to
as amended:
be transferred to the Investor Education and
In our opinion and to the best of our information Protection Fund by the Company.
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions For Kalani & Company.
of section 197 of the Act. Chartered Accountants
Firm Regn. No. 000722C
S.P. Jhanwar
Partner
Membership No. 074414
Place: Bhilwara
Date: 8th May, 2021
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members
of Nitin Spinners Limited of even date)
i. In respect of the Company’s fixed assets: has not given any guarantee or provided any security
to any party covered under section 185 or 186 of the
(a) The Company has maintained proper records
Companies Act, 2013. In case of investments provisions
showing full particulars, including quantitative
of section 185 and 186 of the Companies Act 2013 has
details and situation of fixed assets (Property, Plant
been complied.
& Equipment).
v. The Company has not accepted deposits from the public
(b) The fixed assets (Property, Plant & Equipment) have
within the meaning of Sections 73 to 76 of the Companies
been physically verified by the management at
Act, 2013 and the rules made there under, hence this
reasonable intervals. According to the information
clause is not applicable.
and explanations given to us, no material
discrepancies were noticed on such verification. vi. The maintenance of cost records has been prescribed
by the Central Government under section 148(1) of
(c) The title deeds of immovable properties are held in
the Companies Act, 2013, and as informed to us
the name of Company.
such accounts and records have been so made and
ii. Physical verification of inventory has been conducted maintained. However, we have not conducted a detailed
during the year at reasonable intervals by management. examination of the same.
As informed to us no material discrepancies have been
vii. According to the information and explanations given to
noticed on such verification.
us, in respect of statutory dues:
iii. The Company has not granted any loans, secured or
(a) Undisputed statutory dues including provident fund,
unsecured to any companies, firms, limited liability
employee state insurance, income tax, GST, custom
partnership or other parties covered in register
duty, cess and other statutory dues have generally
maintained under Section 189 of the Companies
been regularly deposited with the appropriate
Act, 2013.
authorities and there are no undisputed dues
iv. No loans have been given to parties covered under outstanding as on 31st March, 2021.
section 185 of the Companies Act, 2013. The Company
(b) Details of dues of Income Tax, Goods and Service Tax, Sales Tax, Service Tax, Excise Duty and Value Added Tax which
have not been deposited as at 31st March, 2021 on account of dispute are given below:
ANNEXURE ‘I’
TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)
ix. The Company has not raised any money by way of xiv. During the year the Company has not made any
initial public offer or further public offer. According to preferential allotment or private placement of shares or
the information and explanation given to us, the money fully or partly convertible debentures, accordingly this
raised by the Company by way of term loans have been clause is not applicable
applied for the purpose for which they were obtained.
xv. The Company has not entered into any non-cash
x. To the best of our knowledge and according to the transactions with its Directors or persons connected to
information and explanations given to us, no fraud by its directors and hence provisions of section 192 of the
the Company or no material fraud on the Company by Companies Act, 2013 are not applicable to the Company.
its officers or employees has been noticed or reported
during the year. xvi. The Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.
xi. In our opinion and according to the information and
explanations given to us, the Company has paid/
provided managerial remuneration in accordance with For Kalani & Company.
the requisite approvals mandated by the provisions of Chartered Accountants
section 197 read with Schedule V to the Act. Firm Regn. No. 000722C
xii. The Company is not a Nidhi Company and hence S.P. Jhanwar
reporting under clause 3 (xii) of the Order is not applicable Partner
to the Company. Membership No. 074414
xiii. The Company has complied with Section 177 and 188 Place: Bhilwara
of the Companies Act, 2013 where applicable, for all Date : 8th May, 2021
transactions with the related parties and the details of
related party transactions have been disclosed in the
financial statements as required by the applicable Indian
Accounting Standards.
Report on the Internal Financial Controls under Clause (i) of was established and maintained and if such controls operated
Sub-section 3 of Section 143 of the Companies Act, 2013 effectively in all material respects.
(“the Act”).
Our audit involves performing procedures to obtain audit
We have audited the internal financial controls with reference evidence about the adequacy of the internal financial controls
to financial statements of Nitin Spinners Limited (“the system with reference to financial statements and their
Company”) as of 31st March, 2021 in conjunction with our audit operating effectiveness. Our audit of internal financial controls
of the financial statements of the Company for the year ended over financial reporting included obtaining an understanding
on that date. of internal financial controls over financial reporting, assessing
Management’s Responsibility for Internal Financial Controls the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
The Company’s management is responsible for establishing
control based on the assessed risk. The procedures selected
and maintaining internal financial controls with reference
depend on the auditor’s judgment, including the assessment
to financial statements based on the internal control over
of the risks of material misstatement of the financial statements,
financial reporting criteria established by the Company
whether due to fraud or error.
considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial We believe that the audit evidence we have obtained is
Controls over Financial Reporting issued by the Institute of sufficient and appropriate to provide a basis for our audit
Chartered Accountants of India. These responsibilities include opinion on the Company’s internal financial controls with
the design, implementation and maintenance of adequate reference to financial statements.
internal financial controls that were operating effectively for
Meaning of Internal Financial Controls over Financial
ensuring the orderly and efficient conduct of its business,
Reporting
including adherence to Company’s policies, the safeguarding
A Company’s internal financial controls with reference
of its assets, the prevention and detection of frauds and errors,
to financial statements is a process designed to provide
the accuracy and completeness of the accounting records,
reasonable assurance regarding the reliability of financial
and the timely preparation of reliable financial information, as
reporting and the preparation of financial statements for
required under the Act.
external purposes in accordance with generally accepted
Auditors’ Responsibility accounting principles. A Company’s internal financial controls
Our responsibility is to express an opinion on the Company’s with reference to IndAS financial statements includes those
internal financial controls with reference to financial statements policies and procedures that (1) pertain to the maintenance
based on our audit. We conducted our audit in accordance of records that, in reasonable detail, accurately and fairly
with the Guidance Note on Audit of Internal Financial Controls reflect the transactions and dispositions of the assets of the
Over Financial Reporting (the “Guidance Note”) and the Company; (2) provide reasonable assurance that transactions
Standards on Auditing, issued by ICAI and deemed to be are recorded as necessary to permit preparation of financial
prescribed under section 143(10) of the Companies Act, 2013, statements in accordance with generally accepted accounting
to the extent applicable to an audit of internal financial controls, principles, and that receipts and expenditures of the Company
both applicable to an audit of Internal Financial Controls and, are being made only in accordance with authorizations of
both issued by the Institute of Chartered Accountants of India. management and directors of the Company; and (3) provide
Those Standards and the Guidance Note require that we reasonable assurance regarding prevention or timely
comply with ethical requirements and plan and perform the detection of unauthorised acquisition, use, or disposition of
audit to obtain reasonable assurance about whether adequate the Company’s assets that could have a material effect on the
internal financial controls with reference to financial statements financial statements.
ANNEXURE ‘II’
TO THE INDEPENDENT AUDITOR’S REPORT (CONTD.)
S.P. Jhanwar
Partner
Membership No. 074414
Place: Bhilwara
Date: 8th May, 2021
(` in Lacs)
Particulars Note As at As at
No. 31st March, 2021 31st March, 2020
ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment 2 105852.02 113807.89
(b) Capital Work-in-Progress 3 156.78 -
(c) Other Intangible Assets 4 120.74 153.29
(d) Other Non-Current Assets 5 1167.98 1647.30
Total Non-Current Assets (A) 107297.52 115608.48
(2) Current Assets
(a) Inventories 6 35468.40 26470.28
(b) Financial Assets
(i) Trade Receivables 7 16584.58 15278.27
(ii) Cash and Cash Equivalents 8 2.06 12.45
(iii) Other Bank Balances 8A 82.76 30.99
(iv) Other Financial Assets 9 91.83 32.38
(c) Current Tax Assets (Net) 10 - 96.06
(d) Other Current Assets 11 8104.92 6997.09
Total Current Assets (B) 60334.55 48917.52
Total Assets (A+B) 167632.07 164526.00
EQUITY AND LIABILITIES
(1) Equity
(a) Equity Share Capital 12 5622.00 5622.00
(b) Other Equity 13 50712.75 43781.32
Total Equity (A) 56334.75 49403.32
(2) LIABILITIES
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowing 14 56389.36 67632.88
(ii) Other Financial Liabilities 15 - 3.69
(b) Provisions 16 1971.18 1667.32
(c) Deferred Tax Liabilities (Net) 17 5350.95 3327.38
Total Non-Current Liabilities (B) 63711.49 72631.27
(3) Current Liabilities
(a) Financial Liabilities
(i) Borrowing 18 28327.76 28661.35
(ii) Trade Payables 19
- Due to Micro & Small Enterprises 148.04 48.54
- Due to Others 5328.83 4101.25
(iii) Other Financial Liabilities 20 12559.22 9111.85
(b) Other Current Liabilities 21 705.74 405.35
(c) Provisions 22 159.41 163.07
(d) Current Tax Liabilities (Net) 23 356.83 -
Total Current Liabilities (C) 47585.83 42491.41
Total Liabilities (B+C) 111297.32 115122.68
Total Equity and Liabilities (A+B+C) 167632.07 164526.00
Significant Accounting Policies 1
Disclosures and Additional Informations 31-44
In terms of our report of even date For and on behalf of the Board
(` in Lacs)
Particulars Note For the year ended For the year ended
No. 31st March, 2021 31st March, 2020
I Revenue from Operations 24 162441.22 143806.11
II Other Income 25 189.93 212.79
III Total Income (I+II) 162631.15 144018.90
IV Expenses
Cost of Materials Consumed 26 97190.93 92193.07
Purchase of Stock in Trade - -
Changes in Inventories of Finished Goods, Work-in-Progress and Stock- 27 (2560.42) (218.16)
in-Trade
Employee Benefits Expense 28 11177.71 9432.90
Finance Cost 29 6160.71 5555.72
Depreciation & Amortisation Expense 2,4 9103.28 8069.57
Other Expenses 30 30907.08 25421.33
Total Expenses (IV) 151979.29 140454.43
V Profit before Exceptional Items & Tax 10651.86 3564.47
VI Exceptional Items - -
VII Profit/(Loss) Before Tax (V-VI) 10651.86 3564.47
VIII Tax Expenses
1. Current Tax (Net of Mat Credit) - -
2. Earlier Year - (44.24)
3. Deferred Tax 3764.67 1226.99
IX Profit /(Loss) for the year from Continuing Operations After Tax (VII- 6887.19 2381.72
VIII)
X Other Comprehensive Income
1 Items that will not be reclassified to Profit or Loss (Net of Tax)
Remeasurements of Defined Benefit Plans 129.39 38.71
Income Tax related to Defined Benefit Plans (45.21) (13.53)
84.18 25.18
2 Items that will be reclassified to profit or loss (Net of Tax)
Change in Fair Value of Effective portion of Cash Flow Hedge 456.98 (629.99)
Tax on Cash Flow Hedge Recognised during the year (159.60) 220.14
297.38 (409.85)
Total Other Comprehensive Income for the year, net of Income Tax 381.56 (384.67)
XI Total Comprehensive Income for the period (IX+X) 7268.75 1997.05
XII Earning Per Equity Share (Rupees per Share)
(1) Basic 12.25 4.24
(2) Diluted 12.25 4.24
Significant Accounting Policies 1
Disclosures and Additional Informations 31-44
In terms of our report of even date For and on behalf of the Board
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
(A) CASH FLOW FROM OPERATING ACTIVITIES :
Net Profit Before Tax & Exceptional Items 10651.86 3564.47
Adjustments for :-
Depreciation 9103.28 8069.57
Interest Expenditure 6160.71 5555.72
Loss/ (Profit) on sale of Property, Plant & Equipment (45.52) (25.08)
Actuarial (loss)/gains on Defined Benefit Obligations 129.39 38.71
Operating Profit Before Working Capital Changes (1) 25999.72 17203.39
Adjustments for :-
Decrease/( Increase) Inventories (8998.12) (3687.74)
Decrease/ (Increase) Trade Receivables (1306.31) (3205.73)
Decrease/ (Increase) Other Current & Non Current Assets (677.07) (767.03)
Increase/(Decrease) Current & Non Current Liabilities 2077.89 1288.99
Total Adjustments (2) (8903.61) (6371.51)
Cash Generated from Operations (1-2) 17096.11 10831.88
Less : Taxes Paid 1609.07 1012.87
Net Cash Generated from Operating Activities (A) 15487.04 9819.01
(B) CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Property, Plant & Equipment (1189.33) (69694.20)
Capital WIP including Capital Advances (52.95) 47978.36
Receipts of Capital Subsidy 23.06 -
Sale of Property, Plant & Equipment 96.93 44.18
Net Cash Generated/(Used) in Investing Activities (B) (1122.29) (21671.66)
(C) CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from /(Repayment) of Short Term Borrowing (Net) (333.59) 10117.99
Proceeds from Long Term Borrowings 218.00 12204.37
Repayment of Long Term Borrowings (7761.52) (4329.35)
Interest Paid (6160.71) (5555.72)
Dividend Paid (337.32) (702.75)
Tax on Dividend Paid - (144.45)
Net Cash Generated/(Used) From Financing Activities (C) (14375.14) 11590.09
Net Increase / (Decrease) in Cash & Cash Equivalent (A+B+C) (10.39) (262.56)
Opening Balance of Cash & Cash Equivalent 12.45 275.01
Closing Balance of Cash & Cash Equivalent 2.06 12.45
In terms of our report of even date For and on behalf of the Board
B. Other Equity
(` in Lacs)
Reserves & Surplus Other Reserves
Effective
Capital
Particulars Securities General Retained Portion of Cash Total
Redemption
Premium Reserve Earning Flow Hedge
Reserve
Reserve
Balance as at 1st April, 2019 150.00 13727.12 5000.00 23609.07 145.28 42631.47
Profit for the year ended 31st March, 2020 2381.72 2381.72
Other Comprehensive Income/ (Expenses)
(OCI)
(a) Remeasurement of Defined Benefit 25.18 25.18
obligation (Net of Tax)
(b) Adjustment for Effective portion of Cash (409.85) (409.85)
Flow Hedge (Net of Tax)
Dividends (Including Dividend Tax) (847.20) (847.20)
Securities Premium -
Transfer to General Reserve -
Balance as at 31st March, 2020 150.00 13727.12 5000.00 25168.77 (264.57) 43781.32
Profit for the year ended 31st March, 2021 6887.19 6887.19
Other Comprehensive Income/ (Expenses)
(OCI)
(a) Remeasurement of Defined Benefit 84.18 84.18
obligation (Net of Tax)
(b) Adjustment for Effective portion of Cash 297.38 297.38
Flow Hedge (Net of Tax)
Dividends (Including Dividend Tax) (337.32) (337.32)
Security Premium -
Transfer to General Reserve -
Balance as at 31st March, 2021 150.00 13727.12 5000.00 31802.82 32.81 50712.75
In terms of our report of even date For and on behalf of the Board
NOTE NO. 1 - COMPANY INFORMATION AND SIGNIFICANT 3. Current and Non-Current classification
ACCOUNTING POLICIES The Company presents Assets and Liabilities in
A. Corporate Overview the Balance Sheet based on Current/Non-Current
Nitin Spinners Limited (the “Company”), incorporated on classification.
15th October, 1992, is a Company domiciled in India and
An Asset is Current when it is:
limited by shares (CIN: L17111RJ1992PLC006987). The
address of the Company’s Registered Office is 16-17 Km. • Expected to be realised or intended to be sold
Stone, Chittor Road, Hamirgarh, Distt. Bhilwara- (Rajasthan or consumed in normal operating cycle;
311025). The Company is engaged in manufacturing of • Held primarily for the purpose of trading;
Cotton and Blended Yarn, Knitted Fabrics and Woven
Fabrics. The Company is listed at National Stock • Expected to be realised within twelve months
Exchange of India Limited and at BSE Limited. after the reporting period; or
duties, to the location and condition necessary for it Where it is probable that future economic
to be capable of operating in the manner intended benefits deriving from the cost incurred will flow
by management. to the enterprise and the cost of the item can be
measured reliably, subsequent expenditure on a
When parts of an item of property, plant and
PPE along-with its unamortised depreciable amount
equipment have different useful lives, they are
is charged off prospectively over the revised useful
recognised separately.
life determined by technical assessment.
Items of spare parts, stand-by equipment and
In circumstance, where a property is abandoned,
servicing equipment which meet the definition of
the cumulative capitalised costs relating to the
Property, Plant and Equipment are capitalised.
property are written off in the same period.
1.2. Subsequent Costs
2. Capital Work-in-Progress
Subsequent expenditure is recognised as an The cost of self-constructed assets includes the cost
increase in the carrying amount of the asset when of materials & direct labour, any other costs directly
it is probable that future economic benefits deriving attributable to bringing the assets to the location
from the cost incurred will flow to the enterprise and and condition necessary for it to be capable of
the cost of the item can be measured reliably. operating in the manner intended by management
The cost of replacing part of an item of Property, and borrowing costs.
Plant and Equipment is recognised in the carrying Expenses directly attributable to construction of
amount of the item if it is probable that the future property, plant and equipment incurred till they
economic benefits embodied within the part will are ready for their intended use are identified
flow to the Company and its cost can be measured and allocated on a systematic basis on the cost of
reliably. The carrying amount of the replaced part is related assets.
derecognised. The costs of the day-to-day servicing
of Property, Plant and Equipment are recognised in 3. Intangible Assets and Intangible Assets under
Statement of Profit or Loss as and when incurred. Development
3.1. Initial recognition and measurement
1.3. Derecognition
An Intangible Asset is recognised if and only if it
Property, Plant and Equipment are derecognised
is probable that the expected future economic
when no future economic benefits are expected
benefits that are attributable to the asset will flow
from their use or upon their disposal. Gains and
to the Company and the cost of the asset can be
Losses on disposal of an item of Property, Plant
measured reliably.
and Equipment are determined by comparing the
proceeds from disposal with the carrying amount of Intangible assets that are acquired by the Company,
Property, Plant and Equipment, and are recognised which have finite useful lives, are recognised at
in the Statement of Profit and Loss. cost. Subsequent measurement is done at cost
less accumulated amortisation and accumulated
1.4. Depreciation
impairment losses. Cost includes any directly
Assets are depreciated using straight line method attributable incidental expenses necessary to make
over the estimated useful life of the asset as specified the assets ready for its intended use.
in Part “C” of Schedule II of Companies Act, 2013
Expenditure on development activities is capitalised
except for Plant & Machinery (other than Laboratory
only if the expenditure can be measured reliably, the
Equipments, Fire Fighting Equipments and Tools
product or process is technically and commercially
&Equipments) whose estimated useful life is taken
feasible, future economic benefits are probable
as 13 years (Triple Shift) after retaining residual life
and the Company intends to and has sufficient
of 5% of original cost. Assets residual values and
resources to complete development and to use or
useful lives are reviewed at each financial year end
sell the asset.
considering the physical condition of the assets.
Expenditure incurred which are eligible for
Depreciation on additions to/deductions from
capitalisations under intangible assets are carried
Property, Plant & Equipment during the year is
as intangible assets under development till they are
charged on pro-rata basis from/up to the date on
ready for their intended use.
which the asset is available for use/disposed.
the risks specific to the liability. When discounting Statement of Profit and Loss in the year in which
is used, the increase in the provision due to the it arises.
passage of time is recognised as a finance cost.
Non-monetary items are measured in terms
The amount recognised as a provision is the best of historical cost in a foreign currency are
estimate of the consideration required to settle the translated using the exchange rate at the date of
present obligation at reporting date, taking into the transaction.
account the risks and uncertainties surrounding
11. Revenue Recognition
the obligation.
The Company derives revenues primarily from
When some or all of the economic benefits required business of textiles. Effective 1st April, 2018, the
to settle a provision are expected to be recovered Company adopted Ind AS 115 “Revenue from
from a third party, the receivable is recognised as Contracts with Customers” using cumulative catch-
an asset if it is virtually certain that reimbursement up transition method, applied to contracts that were
will be received and the amount of the receivable not completed as of 1st April, 2018. In accordance
can be measured reliably. The expense relating to a with the cumulative catch-up transition method,
provision is presented in the statement of profit and the comparatives have not been retrospectively
loss net of any reimbursement. adjusted. The following is a summary of new and/
Contingent Liabilities are possible obligations or revised significant accounting policies related
that arise from past events and whose existence to revenue recognition. Refer Note1“Significant
Accounting Policies,” in the Company’s 2018 Annual
will only be confirmed by the occurrence or non-
Report for the policies in effect for Revenue prior to
occurrence of one or more future events not
1st April, 2018.
wholly within the control of the Company. Where
it is not probable that an outflow of economic Revenue is recognised upon transfer of control of
benefits will be required, or the amount cannot promised products or services to customers in an
be estimated reliably, the obligation is disclosed amount that reflects the consideration we expect to
as a Contingent Liability, unless the probability of receive in exchange for those products or services.
outflow of economic benefits is remote. Contingent
Ind AS 115 moves away from the “transfer of risk and
Liabilities are disclosed on the basis of judgment
rewards” approach and introduces a new “transfer
of the management/independent experts. These
of control” approach delivered through the new
are reviewed at each balance sheet date and
five-step model described as follows:
are adjusted to reflect the current management
estimate. 1. Identify the contract with a customer.
Contingent Assets are possible assets that arise from 2. Identify the separate performance obligations
in the contract.
past events and whose existence will be confirmed
only by the occurrence or non-occurrence of one 3. Determine the transaction Price.
or more uncertain future events not wholly within 4. Allocate the transaction price to the separate
the control of the Company. Contingent Assets are performance obligations.
disclosed in the financial statements when inflow
5. Recognise revenue when (or as) each
of economic benefits is probable on the basis of
performance obligation is satisfied.
judgment of management. These are assessed
continually to ensure that developments are At contract inception, an entity assesses the goods
appropriately reflected in the financial statements. or services promised in a contract with a customer
and identify each performance obligation promised
10. Foreign Currency Transactions and Translation
to be transferred to the customer either:
Transactions in foreign currencies are initially
(a) a good or service (or a bundle of goods or
recorded at the functional currency rates at the date
services) that is distinct; or
the transaction first qualifies for recognition.
(b) a series of distinct goods or services that are
Monetary Assets and Liabilities denominated in
substantially the same and that have the same
foreign currencies are translated at the functional
pattern of transfer to the customer.
currency spot rates of exchange at the reporting
date. Exchange differences arising on settlement The Company classifies the right to consideration
or translation of monetary items are recognised in in exchange for deliverables as either a receivable
or as a contract asset. A receivable is a right to discounts the estimated future cash receipts
consideration that is unconditional upon passage over the expected life of the financial instrument
of time .Revenues in excess of billings is recorded or a shorter period, where appropriate, to the
as contract asset and is classified as a financial net carrying amount of the financial asset. When
asset for these cases a right to consideration is calculating the effective interest rate, the Company
unconditional upon passage of time. This would estimates the expected cash flows by considering
result in the timing of revenue recognition being all the contractual terms of the financial instrument
different from the time of billing the customers. (for example, prepayment, extension, call and similar
Company classifies amount received as advance options) but does not consider the expected credit
from customers against sales as contract liability. losses. Interest income is included in other income
in the statement of profit or loss.
Trade receivables and unbilled revenues are
presented net of impairment in the Balance Sheet. 11.6 Dividend
11.1 Sale of Goods Dividend Income is recognised when the
Company’s right to receive is established which
Revenue from the sale of goods is recognised upon
transfer of control of the goods have passed to the generally occurs when the shareholders approve
buyer, which generally coincides with dispatch. the dividend.
Revenue from export sales are recognised 11.7 Income other than Interest and Dividend
on shipment basis. Revenue from the sale of
goods is measured at an amount that reflects the Other income is recognised in the Statement of Profit
consideration we expect to receive in exchange and Loss when increase in future economic benefits
for those products (i.e. the transaction price). The related to an increase in an asset or a decrease of a
Company presents revenues net of indirect taxes, liability has arisen that can be measured reliably.
returns and allowances, trade discounts and volume 12. Employee Benefits
rebates in its Statement of Profit and Loss. Inter-
12.1. Short Term Benefit
divisional sales comprising of sale of power for
captive consumption is reduced from gross turnover Short-term employee benefit obligations are
in arriving Net Turnover. measured on an undiscounted basis and are
booked as an expense as the related service
11.2 Rendering of services
is provided.
Revenue from Job work services is recognised
A liability is recognised for the amount expected to be
based on the services rendered in accordance with
paid under performance related pay if the Company
the terms of contracts.
has a present legal or constructive obligation to
11.3 Other Export Benefit pay this amount as a result of past service provided
by the employee and the obligation can be
Export benefits are accounted for in the year of
estimated reliably.
export at net market realisable value.
12.2. Post-Employment Benefits
11.4 Other Income
Employee Benefit that are payable after the
Revenue from transactions or events that do not
arise from a contract with a customer not in the completion of employment are Post-Employment
scope of Ind AS 115 are continue to be recognised in Benefit (other than termination benefit). These are
accordance with the other standards. Such Income of two types:
includes Interest and Dividend income which are 12.2.1.Defined Contribution Plans
dealt with in Ind AS 109 and Rental income to be
accounted as per Ind AS 116. Defined contribution Plans are those plans in
which an entity pays fixed contribution into
11.5 Interest Income separate entities and will have no legal or
For all financial instruments measured at amortised constructive obligation to pay further amounts.
cost and interest-bearing financial assets classified Provident Fund and Family Pension Funds are
as fair value through other comprehensive income, Defined Contribution Plans in which Company
interest income is recorded using the effective pays a fixed contribution and will have no
interest rate (EIR). The EIR is the rate that exactly further obligation.
Income Tax Expense comprises Current and Additional Income Taxes that arise from the
Deferred Tax. Current Tax Expense is recognised distribution of dividends are recognised at the same
in Statement of Profit and Loss A/c except to the time that the liability to pay the related dividend
extent that it relates to items recognised directly in is recognised.
14. Leases:
The lease liability is initially measured at amortised
14.1 Recognition:
cost at the present value of the future lease
The Company as a Lessee payments. The lease payments are discounted
The Company’s Lease Asset classes primarily using the interest rate implicit in the lease or, if
consist of Leases for Land and Buildings. The not readily determinable, using the incremental
Company assesses whether a contract contains a borrowing rates in the country of domicile of these
lease, at inception of a contract. A contract is, or leases. Lease liabilities are remeasured with a
contains, a lease if the contract conveys the right to corresponding adjustment to the related right of
control the use of an identified asset for a period of use asset if the Company changes its assessment
time in exchange for consideration. if whether it will exercise an extension or a
termination option.
To assess whether a contract conveys the right to
control the use of an identified asset, the Company Lease liability and ROU asset have been separately
assesses whether: presented in the Balance Sheet and lease payments
have been classified as financing cash flows.
(i) the contract involves the use of an identified
asset 14.2 Accounting for
(ii) the Company has substantially all of the 14.2.1 Operating Leases
economic benefits from use of the asset Leases in which a significant portion of the risks
through the period of the lease and and rewards of ownership are not transferred to
the Company as lessee are classified as operating
(iii) the Company has the right to direct the use of
lease. Payments made under operating leases are
the asset.
recognised as an expense over the lease term.
At the date of commencement of the lease, the 14.2.2 Finance Lease
Company recognises a right-of-use asset (“ROU”)
Leases of Property, Plant and Equipment where
and a corresponding lease liability for all lease
the Company, as lessee has substantially all risks
arrangements in which it is a lessee, except for
and rewards of ownership are classified as finance
leases with a term of twelve months or less (short-
lease. On initial recognition, assets held under
term leases) and low value leases. For these short-
finance leases are recorded as Property, Plant and
term and low value leases, the Company recognises
Equipment and the related liability is recognised
the lease payments as an operating expense on a
under borrowings. At inception of the lease, finance
straight-line basis over the term of the lease.
leases are recorded at amounts equal to the fair
Certain lease arrangements includes the options value of the leased asset or, if lower, the present
to extend or terminate the lease before the end value of the minimum lease payments. Minimum
of the lease term. ROU assets and lease liabilities lease payments made under finance leases are
includes these options when it is reasonably certain apportioned between the finance expense and the
that they will be exercised. The right-of-use assets reduction of the outstanding liability.
are initially recognised at cost, which comprises
15. Impairment of Non-Financial Assets
the initial amount of the lease liability adjusted
for any lease payments made at or prior to the The carrying amounts of the Company’s
commencement date of the lease plus any initial non-financial assets are reviewed at each reporting
direct costs less any lease incentives. They are date to determine whether there is any indication of
subsequently measured at cost less accumulated impairment considering the provisions of Ind AS 36
depreciation and impairment losses. ‘Impairment of Assets’. If any such indication exists,
then the asset’s recoverable amount (higher of its
Right-of-use assets are depreciated from the
fair value less costs to disposal or its value in use)
commencement date on a straight-line basis over
is estimated.
the shorter of the lease term and useful life of the
underlying asset. Right of use assets are evaluated An impairment loss is recognised if the carrying
for recoverability whenever events or changes in amount of an asset or its Cash Generating Unit
circumstances indicate that their carrying amounts (CGU) exceeds its estimated recoverable amount.
may not be recoverable. Impairment losses are recognised in profit or loss.
Impairment losses recognised in prior periods are assets not recorded at fair value through profit
assessed at each reporting date for any indications or loss, transaction costs that are attributable
that the loss has decreased or no longer exists. to the acquisition or issue of the financial asset
An impairment loss is reversed if there has been
Impairment of Financial Assets
a change in the estimates used to determine the
recoverable amount which is only to the extent that In accordance with Ind-AS 109, the Company
the asset’s carrying amount does not exceed the applies expected credit loss (ECL) model for
carrying amount that would have been determined, measurement and recognition of impairment
net of depreciation or amortisation, if no impairment loss on the financial assets and credit
loss had been recognised. risk exposure.
A Financial Liability is derecognised when the Changes in the fair value of hedging
obligation under the liability is discharged or instruments and hedged items that are
cancelled or expired. When an existing financial designated and qualify as fair value hedges are
liability is replaced by another from the same recorded in the Statement of Profit and Loss. If
lender on substantially different terms, or the the hedging relationship no longer meets the
terms of an existing liability are substantially criteria for hedge accounting, the adjustment
modified, such an exchange or modification to the carrying amount of a hedged item for
is treated as the derecognition of the original which the effective interest method is used is
liability and the recognition of a new liability. amortised to Statement of Profit and Loss over
The difference in the respective carrying the period of maturity.
amounts is recognised in the Statement of
20. CSR Expenditure
Profit and Loss.
Amount spent on CSR activities during the year is
c. Derivative Financial Instruments charged to Statement of Profit & Loss, if the same
The Company uses forwards to mitigate the is of revenue nature. If the expenditure is of such
risk of changes in interest rates, exchange nature, which may give rise to a capital asset,
rates and commodity prices. Such derivative the same is recognised in the Balance Sheet as
financial instruments are initially recognised “CSR Assets” under respective head of Property,
at fair value on the date on which a derivative Plant & Equipment.
contract is entered into and are also D. Major Estimates made in preparing Financial
subsequently measured at fair value on the Statements:
reporting date. Derivatives are carried as
financial assets when the fair value is positive 1. Useful life of Property, Plant and Equipment and
and as financial liabilities when the fair value Intangible Assets
is negative. Any gains or losses arising from The estimated useful life of Property, Plant and
changes in the fair value of derivatives are Equipment is based on a number of factors including
taken to cash flow hedge reserve through the effects of obsolescence, demand, competition
Statement of Other Comprehensive Income. and other economic factors (such as the stability of
the industry and known technological advances)
These are accounted for as follows:
and the level of maintenance expenditures required
a) Cash flow hedge to obtain the expected future cash flows from
the asset.
When derivative is designated as a cash flow
hedging instrument, the effective portion of Useful life of the assets other than Plant and
changes in the fair value of the derivative is machinery (except Laboratory Equipments, Fire
recognised in the cash flow hedging reserve Fighting Equipments and Tools &Equipments) are
being part of other comprehensive income. in accordance with Schedule II of the Companies
Any ineffective portion of changes in the Act, 2013.
fair value of the derivative is recognised
The Company reviews at the end of each reporting
immediately in the Statement of Profit and
date the useful life of property, plant and equipment,
Loss. If the hedging instrument expires or is
and are adjusted prospectively, if appropriate.
sold, terminated or exercised, the cumulative
gain or loss previously recognised in the Intangible assets are being amortised on straight
cash flow hedging reserve is transferred to line basis over the period of five years.
the Statement of Profit and Loss upon the 2. Post-Employment Benefit Plans
occurrence of the underlying transaction. If the
Employee benefit obligations are measured on
forecasted transaction is no longer expected
the basis of actuarial assumptions which include
to occur, then the amount accumulated in cash
mortality and withdrawal rates as well as assumptions
flow hedging reserve is reclassified in the
concerning future developments in discount rates,
Statement of Profit and Loss.
the rate of salary increases and the inflation rate. COVID-19 on the carrying amounts of receivables,
The Company considers that the assumptions and inventory. In developing the assumptions
used to measure its obligations are appropriate relating to the possible future uncertainties in
and documented. However, any changes in these the global economic conditions because of this
assumptions may have a material impact on the pandemic, the Company, as at the date of approval
resulting calculations. of these financial statements has used internal and
external sources of information including credit
3. Provisions and Contingencies
reports and related information, economic forecasts.
The assessments undertaken in recognizing The Company has performed sensitivity analysis
provisions and contingencies have been made in on the assumptions used and based on current
accordance with Ind AS 37, ‘Provisions, Contingent estimates expects the carrying amount of these
Liabilities and Contingent Assets’. The evaluation of assets will be recovered. The impact of COVID-19
the likelihood of the contingent events requires best on the Company’s financial statements may differ
judgment by management regarding the probability from that estimated as at the date of approval of
of exposure to potential loss. In case of change these financial statements.
in the circumstances the following unforeseeable
developments, the likelihood could alter.
88
(` in Lacs)
Particulars Gross Carrying Amount Depreciation/Amortisation Net Carrying Amount
As at 1st April, Addition Deduction As at 31st As at 1st April, For the Deduction As at 31st As at 31st As at 31st
2020 March, 2021 2020 Year March, 2021 March, 2021 March, 2020
Tangible Assets
Free Hold Land 877.93 28.66 - 906.59 - - - - 906.59 877.93
Lease Hold Land 135.06 - - 135.06 4.67 1.31 - 5.98 129.08 130.39
Computer Software 219.87 5.34 - 225.21 66.58 37.89 - 104.47 120.74 153.29
Total 219.87 5.34 - 225.21 66.58 37.89 - 104.47 120.74 153.29
Previous Year 66.62 153.25 - 219.87 35.49 31.09 - 66.58 153.29 31.13
NOTE 4.1 : NFORMATION REGARDING HISTORICAL COST OF INTANGIBLE ASSETS BASED ON THE PREVIOUS GAAP PRIOR TO DATE OF TRANSITION TO IND AS IS
FOR THE YEAR ENDED 31ST MARCH, 2021 (Contd.)
AS FOLLOWS:
(` in Lacs)
Particulars Computer Software
Gross Block as on 1st April, 2020 227.84
Addition during the year 2020-21 5.34
Deduction during the year 2020-21 -
Total Histrorical Cost as on 31st March, 2021 233.18
89
Financial Statements
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST MARCH, 2021 (Contd.)
NOTE 6 : INVENTORIES
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Raw Material 23339.65 17023.49
Work-In-Process 3381.38 2962.61
Finished Goods 7506.39 5364.74
Stores and Spares 718.06 772.94
Fuel 522.92 346.50
Total 35468.40 26470.28
NOTE 6.1 : Inventory has been valued as per the Accounting Policy
Note 7.1 : Ageing and other information has been depicted in Note no. 38
NOTE 8A : CURRENT FINANCIAL ASSETS - BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Unclaimed Dividend Accounts 31.36 30.99
Fixed Deposits 51.40 -
Total 82.76 30.99
EQUITY
c. The Company has not issued, any Shares pursuant to contract without payment being received in Cash, Bonus Shares
and has not bought back any Shares
d. Terms and Rights attached to Equity Shares:
The Company has only one class of Equity Shares having a par value of ` 10/- per share. The holders of the Equity Shares are
entitled to dividends as declared from time to time and are entitled to voting rights proportionate to their share holding at the
meetings of shareholders.
14.1 Security
Term Loans of ` 67835.61 Lacs (PY ` 75379.13 Lacs) are secured by way of first charge on all immovable and movable Property, Plant
& Equipment except PPE under CSR and Right of Use - Building (both present and future) situated at Hamirgarh unit & Begun unit and
site situated at Badi ka Kheda Tehsil Begun dist. Chittorgarh or anywhere else ranking pari-passu with all term lenders and second
charge on entire current assets i.e. Stock of Raw Material, Consumable Stores, Semi Finished & Finished Goods & Book Debts of
Hamirgarh unit & Begun unit and or anywhere else ranking pari-passu with all term lenders. The term loans are also secured by
way of personal guarantee of three executive directors.
18.1 Security
Working capital loans of ` 28227.76 Lacs (PY ` 28586.35 Lacs) are secured by way of first charge on entire current assets i.e. Stock
of Raw Material, Consumable Stores, Semi Finished & Finished Goods & Book Debts of Hamirgarh unit & Begun unit or anywhere
else ranking pari-passu with all lenders and second charge on all immovable and movable Property, Plant & Equipment except PPE
under CSR and Right of Use - Building (both present and future) situated at Hamirgarh unit & Begun unit and site situated at Badi ka
Kheda Tehsil Begun dist Chittorgarh or anywhere else ranking pari-passu with all lenders. The working capital loans are also secured
by way of personal guarantee of three executive directors.
B. No Interest has been paid under section 16 of the Micro, Small and Medium Enterprises Development Act, 2006 (27 of 2006),
along with the amount of the payment made to the supplier beyond the appointed day during each accounting year.
C. No Interest due and payable for the period of delay in making payment (which has been paid but beyond the appointed day
during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act,
2006.
D. No Interest accrued and remaining unpaid at the end of each accountig year.
E. No further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disalowance of a deductable expenditure under section 23 of the Micro,
Small and Medium Enterprises Development Act, 2006.
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Advances From Customers 433.00 154.26
Statutory Dues 235.00 197.80
Security Deposit 37.74 53.29
Total 705.74 405.35
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Provision for Employee Benefits 159.41 163.07
Total 159.41 163.07
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Provision for Tax (Net) 356.83 -
Total 356.83 -
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
Revenue from Contract with Customers
Sale of Products
Yarn 108136.66 104058.87
Fabrics 42230.57 27709.38
Others 10497.44 10557.58
Sale of Services 0.89 2.51
Other
Foreign Exchange Fluctuation (Net) 1575.66 1477.77
Total 162441.22 143806.11
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
Yarn 68.01 239.69
Polyster 147.91 66.86
Dyes & Chemical 294.51 10.87
Total (A) 17023.49 16545.26
Add : Purchases & Expenses
Cotton 96890.09 96360.79
Yarn 1822.51 950.06
Polyster 3097.30 2937.84
Grey Fabric - 37.27
Dyes & Chemical 1697.19 860.91
Total (B) 103507.09 101146.87
Total (A+B) 120530.58 117692.13
Less : Stock at Closing
Cotton 22182.45 16513.06
Yarn 321.75 68.01
Polyster 573.80 147.91
Dyes & Chemical 261.65 294.51
Total (C) 23339.65 17023.49
Total (A+B-C) 97190.93 100668.64
Less: Consumption Transferred to Trial Period Income & Expenditure - 8475.57
Net Consumption 97190.93 92193.07
NOTE 31 : DISCLOSURE AS PER IND AS 37 “PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS”
1. Contingent Liabilities not provided for:
(` in Lacs)
Sr. Particulars Current Year Previous Year
No.
a. Disputed Liabilities not acknowledged as debts
- Cenvat, Vat, Service Tax and Custom Duty 9.75 9.75
b. Guarantees
- Outstanding Bank Guarantees 219.89 219.89
c. Other money for which the Company is contingently liable
- Bills negotiated with Banks (against goods sold under Letter of Credit) 10539.01 5500.38
2. Commitments
a) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances)
` 2277.66 Lacs (Previous Year – ` 195.09 Lacs).
b) The Company has an outstanding export obligation of approx. ` 69947.97 Lacs (Previous Year – ` 98220.51 Lacs), in
respect of capital goods imported at the concessional rate of duty under Export Promotion Capital Goods Scheme, which
is required to be met at different dates on or before 31st March, 2027.
(` in Lacs)
Particulars As at Recognised in As at
1st April, 2020 P&L A/c 31st March, 2021
(A) Deferred Tax Assets
- Provision for Employee Benefit and Others 679.88 260.93 940.81
- Unabsorbed Depreciation 2908.90 (2763.12) 145.78
Total (A) 3588.78 (2502.19) 1086.59
(B) Deferred Tax Liability
- Impact of Temporary Difference in Depreciation 10802.52 1275.80 12078.32
- Amortised Value of Financial Assets 57.08 (13.31) 43.77
Total (B) 10859.60 1262.49 12122.09
Net Deferred Tax Liability (B-A) 7270.82 3764.67 11035.50
Add: Deferred Tax Related to OCI (141.97) 218.34 76.37
7128.85 3983.01 11111.87
Less: Liability net off through MAT Credit Entitlement 3801.47 1959.45 5760.92
Net Deferred Tax Liability 3327.38 2023.56 5350.95
b. Relatives:-
Name of Person Relationship
Smt. Sushila Devi Nolkha Wife of Shri R.L. Nolkha,
Mother of Shri Dinesh Nolkha & Shri Nitin Nolakha
c. Related Companies:-
Name of Company Relationship
Redial Trading & Investment Private Limited Holding 31.75% shares of the Company
d. Independent Directors:-
Name of Person Relationship
Shri Y. R. Shah Independent Director
Shri R. Chattopadhyay Independent Director
Smt. Aditi Mehta Independent Director
2. Details of Transactions with related parties:-
(` in Lacs)
S. Nature of Transactions For the year ended For the year ended
No. 31st March, 2021 31st March, 2020
1 Rent Payment
Smt. Sushila Devi Nolkha 3.00 3.00
Redial Trading & Investment Private Limited 0.90 0.90
2 Remuneration to Key Managerial Person
Shri R.L. Nolkha 133.33 87.15
Shri Dinesh Nolkha 125.33 77.75
Shri Nitin Nolakha 118.47 69.49
Shri P. Maheshwari 31.44 31.44
Shri Sudhir Garg 20.14 20.14
(` in Lacs)
S. Nature of Transactions For the year ended For the year ended
No. 31st March, 2021 31st March, 2020
3 Interest Payment on Unsecured Loans
Shri R.L. Nolkha - 3.73
Shri Nitin Nolakha - 1.31
Redial Trading & Investment Private Limited 8.06 3.55
4 Sitting Fees Paid to Independent Director
Shri Y. R. Shah 2.40 3.20
Shri R. Chattopadhyay 3.00 3.00
Smt. Aditi Mehta 3.00 2.20
3. Balance due to related parties and maximum balance outstanding during the year are as under:-
(` in Lacs)
S. Name of related party Outstanding Balance Maximum Balance outstanding during
No. the year
For the Year Ended For the Year Ended For the Year Ended For the Year Ended
31st March, 2021 31st March, 2020 31st March, 2021 31st March, 2020
1 Shri R. L. Nolkha - - - 150.00
2 Shri Nitin Nolakha - - - 50.00
3 Redial Trading & Investment 100.00 75.00 150.00 85.00
Private Limited
NOTE 35 : DISCLOSURE AS PER IND AS 33 “EARNING PER SHARE (EPS)”
i. Basic and Diluted Earnings Per Share (in `)
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
a) Net Profit available to Equity Shareholders 6887.19 2381.72
b) Weighted Average Number of Equity Shares of ` 10 each outstanding during 562.20 562.20
the year (In Lacs)
c) Basic/Diluted Earning per share (In `) 12.25 4.24
d) Face Value of each Equity Share (In `) 10 10
ii. Weighted Average Number of Equity Shares
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Opening Balance of issued Equity Shares 56220000 56220000
Effect of Shares issued during the year - -
Weighted Average No. of Equity Shares ` 10 each 56220000 56220000
dividend of ` 1.50 (31st March, 2020- ` 0.60) per fully paid Equity Share. This proposed dividend is subject to the approval of the
shareholders in Annual General Meeting. The total outgo towards the same will be ` 843.30 Lacs.
Total contribution made by the employer to the Fund during the year is ` 639.95 Lacs (Previous Year ` 592.31 Lacs).
The present value of the Defined Benefits obligation and the related current service cost is measured using the Projected Unit
Credit Actuarial Method at the end of Balance Sheet date by the Actuary.
(iii) The following table set out the status of Gratuity and Leave encashment plans as required under Ind AS-19 :
(a) Changes in Defined Benefit Obligations :-
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
Gratuity Leave Gratuity Leave
Encashment Encashment
Defined Benefit obligation at the beginning of the year 1371.65 432.10 1001.97 274.58
Interest cost 85.88 27.34 76.75 21.03
Current service cost 358.11 174.14 356.03 185.43
Benefits paid (37.89) (12.70) (24.39) (10.11)
Actuarial (Gain)/Loss on obligation (129.39) (148.37) (38.71) (38.83)
Present value of obligation at the end of year 1648.36 472.51 1371.65 432.10
(` in Lacs)
Particulars For the year ended For the year ended
31st March, 2021 31st March, 2020
Gratuity Leave Gratuity Leave
Encashment Encashment
Current service Cost 358.11 174.14 356.03 185.43
Interest Cost 85.88 27.34 76.75 21.03
Net actuarial (gain)/loss recognised in the period - (148.37) - (38.83)
Expenses recognised in the Profit & Loss statement* 443.99 53.11 432.78 167.63
* Amount of ` Nil of Gratuity (Previous Year ` 13.30 Lacs) and ` Nil of Leave Encashment (Previous Year ` 9.08 Lacs)
debited to Trial Run Income & Expenditure A/c.
(` in Lacs)
Particulars Gratuity
For the year ended For the year ended
31st March, 2021 31st March, 2020
Actuarial (Gain)/Loss for the year on Projected Benefit Obligations (129.39) (38.71)
Unrecognised actuarial (Gain)/Loss at the end of the year (129.39) (38.71)
(c). Reconciliation of the Present value of Defined Obligation and the fair value of the plan assets :
(` in Lacs)
Particulars Year 2020-21 Year 2019-20
Gratuity Leave Gratuity Leave
Encashment Encashment
Present value of obligation as at the end of year 1648.36 472.51 1371.65 432.10
Fair value of Plan Assets - - - -
Liability Recognised in Balance Sheet 1648.36 472.51 1371.65 432.10
(d). The assumptions used in Actuarial Valuation :-
Financial Assumptions used to determine the Profit & Loss Charge Year 2020-21 Year 2019-20
a) Discounting Rate 6.76% p.a. 6.76% p.a.
b) Salary Escalation Rate 8.00% p.a. 8.00% p.a.
c) Expected rate of Return on Assets 0.00%p.a. 0.00%p.a.
Demographic Assumptions Used to determine the Defined Benefit
a) Retirement Age 60 Years 60 Years
b) Mortality Table 100% IALM 100% IALM
(2012-2014) (2012-2014)
c) Employee Turnover/Attrition Rate
18 To 30 Years 3.00% 3.00%
31 to 44 Years 2.00% 2.00%
Above 44 Years 1.00% 1.00%
(e). Sensitivity Analysis as at 31st March, 2021 :-
(` in Lacs)
Particulars Gratuity Leave
Encashment
Defined benefit Obligation - Discount Rate+50 Basis points (116.31) (38.28)
Defined benefit Obligation - Discount Rate-50 Basis points 129.98 43.13
Defined benefit Obligation – Salary Escalation Rate+50 Basis points 127.77 42.40
Defined benefit Obligation – Salary Escalation Rate-50 Basis points (115.55) (38.04)
(f). Expected Cash Flows for the next ten years as at 31st March, 2021 :-
(` in Lacs)
Particulars Gratuity Leave
Encashment
Within 1 Year 120.33 29.37
1-5 Years 168.28 49.61
Beyond 5 Years but upto 10 Years 1359.75 393.53
Total Expected Payments 1648.36 472.51
(g) The estimates of future salary increase; considered in actuarial valuation, take account of inflation, seniority, promotions
and other relevant factors such as supply and demand in the employment market.
(h) The discount rate is based on prevailing market yields of Indian Government Bonds, as at the balance sheet date,
consistent with the currency and estimated term of the post employment benefit obligations.
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments:
The Company has accessed the following undrawn facilities at the end of reporting period:
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Fixed Rate Borrowings - -
Floating-rate Borrowings 7202.24 2123.65
Total- Undrawn Facilities 7202.24 2123.65
“Market Risk is the risk of loss of future earnings, fair values of future cash flows that may result from a change in the price
of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign
currency exchanges rates, equity prices and other market changes that effect market risk sensitive instruments. Market risk
is attributable to all market risk sensitive financial instruments including investments and deposits, and other market changes.
The Company manages market risk through a finance department, which evaluates and exercises independent control over
the entire process of market risk management. The finance department recommends risk management objectives and policies,
which are approved by Senior Management and the Audit Committee. The activities of this department include management
of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring
compliance with market risk limits and policies.”
It is the risk where changes in market interest rates might adversely affect the Company’s financial condition. The short
term/immediate impact of changes in interest rates are on the Company’s net interest income/expenses. On a longer
term, change in interest rate impact the cash flows on the assets, liabilities and off-balance sheet items, giving rise to a
risk to the net worth of the Company arising out of all reprising mismatches and other interest rate sensitive positions.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rate. In order to optimise the Company’s position with regards to interest income and interest expenses
and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by
balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.
At the reporting date the interest rate profile of the Company’s interest-bearing financial instruments is as follows.
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Variable rate instruments
Long Term Borrowings 56389.36 67632.88
Current Maturities of Long Term Debts 11446.25 7746.25
Short Term Borrowings 28327.76 28661.35
Total 96163.37 104040.48
(` in Lacs)
Particulars Effect of Profit or Loss
50 BP decrease 50 BP increase
31st March, 2021
Term Loans 339.18 (339.18)
Loan repayable on demand 141.64 (141.64)
Total 480.82 (480.82)
31st March, 2020
Term Loans 376.89 (376.89)
Loan repayable on demand 143.30 (143.30)
Total 520.19 (520.19)
It is the risk that the Company may suffer losses as a result of adverse exchange rates movements during a period in which
it has an open position in an individual foreign currency. In addition, the Company may also expose to the following risks
on account of foreign exchange exposures as applicable.
Interest Rate Risk - Which arises from the maturity mismatches of foreign currency position
The Company uses forward contracts to hedge its risk associated with fluctuation in foreign currency relating to foreign
currency assets and liabilities, firm commitments and highly probable forecast transactions. The use of the aforesaid
financial instruments is governed by the Company’s overall Risk Management Strategy. The Company does not use
forward contracts and options for speculative purposes. The details of the outstanding forward contracts and unhedged
currency exposure as at 31st March, 2021 is as under :
(` in Lacs)
Particulars Current Year Previous Year
Foreign INR Foreign INR
Currency Currency
Forward Contracts Outstanding (For Hedging)
US $ (Sale) 458.08 33986.82 241.44 17646.22
EURO (Sale) 5.53 492.39 13.23 1072.74
GBP (Sale) 1.48 150.19 0.50 45.32
Total 465.09 34629.40 255.17 18764.28
Unhedged Forex Exposure
Payable – US $ 4.26 313.13 3.05 229.94
Payable – EURO 0.22 18.94 0.31 25.75
Payable – GBP 0.11 11.10 0.05 4.65
Payable – CHF 0.20 15.50 0.42 32.84
Total 4.79 358.68 3.83 293.18
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
1% Appreciation in INR
Impact on Equity 3.59 2.93
Impact on P&L 3.59 2.93
1% Depreciation in INR
Impact on Equity (3.59) (2.93)
Impact on P&L (3.59) (2.93)
NOTE 39 - DISCLOSURE AS PER IND AS 115 “REVENUE FROM CONTRACT WITH CUSTOMERS”
The Company has adopted Ind AS 115 “Revenue from Contracts with Customers” which is mandatory for reporting periods begining
on or after 1st April 2018. The Company has adopted the cumulative catch-up transition method, applied to contracts that were not
completed as of 1st April, 2018. In accordance with this method, the comparatives have not been retrospectively adjusted. Application
of Ind AS 115 does not have any material impact on the financial results of the company.
(` in Lacs)
Particulars For the year ended
31st March, 2021
Revenues on the basis of Geographical area
- Domestic Sales 60783.38
- Export Sales (Including Export Incentives) 101657.84
Total 162441.22
Company classifies amount received as advance from customers against sales as contract liability.
Trade receivable and unbilled revenues are presented net of impairment in the Balance Sheet.
During the year ended 31st March 2021, the Company recognises revenue of ` 154.26 Lacs arising from opening contract liabilities
as of 1st April, 2020.
The remaining performance obligation as on 31st March, 2021 is ` 433.00 Lacs which is to be satisfied within 1 year or less.
The impact on account of applying the erstwhile IndAS 18 Revenue instead of IndAS 115 Revenue from contract with customers on
the financials results of the Company for the year ended as at 31st March, 2021 is insignificant.
Details of Export outside country and Domestic sales within country are as under:
(` in Lacs)
Particulars Current Year Previous Year
Segment Revenue
- Within India (Domestic Sales) 60783.38 65489.00
- Outside India (Exports - Including Export Incentives) 101657.84 78317.11
Total 162441.22 143806.11
A. Gross amount required to be spent by the Company during the year 2020-21 – ` 136.25 Lacs (Year 2019-20 - ` 159.52 Lacs)
(` in Lacs)
Particulars Year 2020-21 Year 2019-20
i) Construction/ Acquisition of any assets - 137.03
ii) Insurance expenses of assets - 0.24
iii) Purposes other than (i) above 143.16 24.09
Total 143.16 161.36
and therefore will continue to be reported under the accounting policies included as part of our Annual Report for year ended
31st March, 2019.
On transition, the adoption of the new standard resulted in recognition of ‘Right of Use’ asset of ` 10.14 Lacs and a lease liability of `
10.14 Lacs. Ind AS 116 will result in an increase in cash inflows from operating activities and an increase in cash outflows from financing
activities on account of lease payments.
1. Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
2. Applied the exemption not to recognise right-of-use assets and liabilities for leases with less than 12 months of lease term on
the date of initial application.
3. Excluded the initial direct costs from the measurement of the right-of-use asset at the date of initial application.
4. Applied the practical expedient to grandfather the assessment of which transactions are leases. Accordingly, Ind AS 116 is
applied only to contracts that were previously identified as leases under Ind AS 17.
The weighted average incremental borrowing rate applied to lease liabilities as at 1st April, 2019 is 10% p.a.
Following are the changes in the carrying value of right of use assets for the year ended 31st March, 2021:
(` in Lacs)
Particulars Right to Use Assets
Building Land Total
Balance as at 1st April, 2020 6.76 - 6.76
Reclassified on account of adoption of Ind AS 116 - - -
Additions* - - -
Deletion - - -
Depreciation 3.38 - 3.38
Balance as at 31st March, 2021 3.38 - 3.38
* The aggregate depreciation expense on ROU assets is included under depreciation and amortisation expense in the statement
of Profit and Loss.
The following is the break-up of current and non-current lease liabilities as at 31st March, 2021
(` in Lacs)
Particulars Amount
Lease liability as on 31st March, 2021
Current Lease Liability 3.69
Non Current Lease Liability -
Total 3.69
The following is the movement in lease liabilities during the year ended 31st March, 2021:
(` in Lacs)
Particulars For the year ended
31st March, 2021
Balance at the beginning 7.03
Additions -
Finance cost accrued during the period 0.56
Deletions -
Payment of lease liabilities 3.90
Translation Difference -
Balance at the end 3.69
(` in Lacs)
Particulars As at As at
31st March, 2021 31st March, 2020
Unclaimed Dividend Accounts
- Year 2013-14 4.62 4.62
- Year 2014-15 4.30 4.39
- Year 2015-16 5.22 5.28
- Year 2016-17 4.97 5.43
- Year 2017-18 6.95 7.65
- Year 2018-19 3.62 3.62
- Year 2019-20 1.68 -
31.36 30.99
In terms of our report of even date For and on behalf of the Board