Directors Report of Niwas Spinning Mills Ltd.

Mar 31, 2014

To the Members

The Directors of the Company have pleasure in presenting the THIRTIETH Annual Report together with the Audited Statements of Accounts for the Company''s Financial Year ended on 31st March, 2014

1. OPERATIONAL RESULTS / CURRENT WORKING:

The sale during the year under report is Rs. 705.10 Lacs, the profit before interest, depreciation is decreased compared to previous year. It is due to shortage of working capital, adverse impact of un-certain government policies, export policies and international market un-certainty. So also, sudden steady upward / downward revision in cotton prices, disturbed the overall situation of textile industry. However, due to corrective measures taken by the management the company succeeded to minimize its losses.

FINANCIAL HIGHLIGHTS (Amt in Lacs)

Current Previous Period Period 2013-14 2012-13

Sales 705.10 1416.03

Other Income 13.18 36.82

Total Income 718.28 1452.85

Profit/(Loss) before interest depreciation, exceptional item & tax 6.84 104.38

Less : * Financial Cost 85.33 69.20

* Depreciation 82.57 97.17

Profit/(Loss) before exceptional items & taxes (161.06) (61.99)

Less:Exceptional items (Net) Nil Nil

Profit/fLoss) before tax (A) 161.06 61.99

Tax Provision Nil Nil

Profit/(Loss) after tax 161.06 61.99

Profit/(Loss) from discon- tinuing Operations -- 5026.73

Tax expense of discontinu- inq operations -- (10.18)

Profit/(Loss) from Discon- tinuinq operations (B) -- 5016.55

Net Profit/(Loss) for the period (C) = (A) (B) (161.06) 4954.55

- Debt Restructuring:

The major debts of the Company are crystallized and settled. Over the year the Company has paid large amount towards past debt liabilities and remaining debts are being paid in accordance with the restructured terms

- Reference to BIFR and it''s registration:

The Company is registered with BIFR. Hon''ble Board has declared the Company as a Sick Industrial Company in terms of section 3(1) (o) of SICA and appointed Bank of India as the Operating Agency. Preparation of Draft Rehabilitation Scheme (DRS) is under process.

3. DIVIDEND:

The Directors not recommended any dividend for the period ended 31st March, 2014.

4. AUDITOR''S REPORT:

The Board states that the Company is a sick company. The necessary steps / actions are being taken to approve the Rehabilitation Scheme. As the settlements with lenders are already made, no interest is provided on Secured Loans. The Directors are taking appropriate steps for obtaining formal de- listing letters from Ahmedabad & Pune Stock Exchanges. The Company has already made an application to NSDL & CDSL for dematerialization of Company''s listed securities. However response yet to come from CDSL / NSDL for Dematerialization.

The other comments, if any of Auditors are dealt with by the notes on accounts which are self- explanatory. Wherever required, the explanation is given in the notes on accounts.

5. DIRECTORS:

Mr. A. V. Jaju, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

- Directors responsibility statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) that the directors had prepared the accounts for the financial year ended 31-03-2014 on a "on-going concern" basis.

6. CORPORATE GOVERNANCE:

The Report on Corporate Governance and Management''s Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement, are annexed and form part of the Annual Report.

7. PARTICULARS OF EMPLOYEES:

There are no employees drawing such remuneration as requiring disclosure under section 217 (2A), as amended, of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

8. INSURANCE:

The Company has taken adequate insurance cover the assets.

9. FIXED DEPOSITS:

The Company has not raised any deposits from the public.

10. ADDITIONAL INFORMATION:

Additional information required to be disclosed in terms of Notification No. 1029 dated 31/12/88 issued by the Department of Company Affairs is annexed hereto about Conservation of Energy etc. There are no foreign exchange earnings and outgo during the year.

11. AUDITORS:

The retiring auditors M/s. B M Gattani & Co., Chartered Accountants, Mumbai, are eligible for re-appointment. You are requested to appoint the Auditors of the Company.

12 COST AUDITORS:

As directed by the Audit Branch, Ministry of Law, Justice & Company Affiars, New Delhi vide its order 52/26/CAB/2010 dated 24/01/2012 and in pursuance of clause (d), sub clause (i) of Section 29 of the Companies Act, 1956, M/s T. M. Rathi of Mumbai was appointed as the Cost Auditor to conduct the Cost Audit for the year 2013-14.

The Company has appointed M/s T. M. Rathi, Mumbai as Cost Auditors for the financial year 2014-15.

13. ACKNOWLEDGEMENT:

The Directors wish to place on record their sincere appreciation to the Company''s employees at all levels for their dedication & hard-work and also to the Bankers / Institutions who have actively lent their support to the Company. The Director also express their gratitude to the Shareholders for their continued co-operation and support

For & on behalf of the Board,

PLACE : SOLAPUR DATED : 28-05-2014 (R. J Jaju) Chairman

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Mar 31, 2011

The Directors of the Company have pleasure in presenting the TWENTY SEVENTH Annual Report together with the Audited Statements of accounts for the Companies financial year ended on 31st March 2011.

OPERATIONAL RESULTS/CURRENT WORKING :

During the year under report the Gross Sale is on higher side as compared to previous financial year due to the impact of efforts made by the management, though there were adverse factors like Hike in Cotton Prices , Shortage of Cotton, Electricity Load Shedding and also non availability of skilled workers / technicians. The Company is confident of achieving good production levels in the Current Year Due to continuous efforts, scheme of settlement / restructuring of dues is already arrived at with most of the major lenders and implementation of it is duly started

DIVIDEND :

In view of the operating losses, Company regrets its un ability to declare the dividend

AUDITOR'S REPORT :

With regard to Auditors' observations/remarks in Para 2 (v) & (vi) of their Report and note 2 of part B of Schedule' K' ,the Board states that the Company is a sick company, registered with the BIFR. The necessary steps / actions are being taken to approve the Rehabilitation Scheme. As per the settlements with lenders are already made, no interest is provided on Secured Loans. The Directors are taking appropriate steps for obtaining formal de-listing letters from Ahmedabad & Pune Stock Exchanges. The Company has already made an application to NSDL & CDSL for dematerialization of Company's listed securities. However CDSL rejected Company's request for Dematerialization and NSDL did not conveyed their consent or dissent for the same The other comments, if any of Auditors are dealt with by the notes on accounts which are self- explanatory. Wherever required, the explanation is given in the notes on accounts

DIRECTORS :

Mr. R. J Jaju, Director of the Company, retires by rotation and being eligible offers himself for re-appointment

PARTICULARS OF EMPLOYEES :

There are no employees drawing such remuneration as requiring disclosure under section 217 (2A), as amended of the Companies Act Companies (Particulars of employees ) Rules 1975

FIXED DEPOSITS :

The Company has not raised any deposits from the public.

ADDITIONAL INFORMATION :

Additional information required to be disclosed in terms of Notification No. 1029 dated 31/12/88 issued by the Department of Company Affairs is annexed hereto about Conservation of Energy etc There are no foreign exchange earnings and outgo during the year.

CORPORATE GOVERNANCE :

The Report on Corporate Governance and Management's Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement are annexed and form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) that the directors had prepared the accounts for the financial year ended 31-03-2011 on a "going concern" basis

AUDITORS :

The retiring auditors M/s. B. M Gattani & Co., Chartered Accountants, Mumbai, are eligible for re-appointment You are requested to appoint the Auditors of the Company

COST AUDITORS:

The Central Government has directed cost audit of the Company for the year ending 31-03-2011

and accordingly M/s T M Rathi Cost Accountant has been appointed at cost Auditors of the Company.

ACKNOWLED

Corporate Governance Report or the year 2010-2011

(As required under clause 49 of the Listing Agreements entered into with the Stock Exchanges)

In view of Company's heavy losses, Company being under BIFR and suspension of trading of the Company's securities on Stock Exchange, few of the provisions of Corporate Governance made applicable w.e.f. 01/ 01/2006 and subsequent amendments thereto, are yet under process. The Company is taking necessary steps to comply the same

ACKNOWLEDGEMENT:

The Director wish to place on record their sincere appreciation to the Company's employs at all levels for their dedication & Hard rework and also to the Bankers Institutions who have activity lent their support to the company. The Director also express Their gratitude to the Shareholders and Debentures Holders for their continued co-operation and support.

PLACE : SOLAPUR For & on behalf of the Board

DATED :27-08-2011 (R J Jaju)

Chairman

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Mar 31, 2010

The Directors of the Company have pleasure in presenting the TWENTY SIXTH Annual Report together with the Audited Statements of accounts for the Company's financial year ended on 31st March 2010.

OPERATIONAL RESULTS/CURRENT WORKING : During the year under report, the Gross Sale is higher side as compared to previous financial year due to impact of efforts made by the management, though there were adverse factors like Hike in Cotton Prices , Shortage of Cotton, Electricity Load Shedding and also non availability of skilled workers / technicians. The Company is confident of achieving good production levels in the Current Y ear.

Due to continuous efforts, scheme of settlement / restructuring of dues is already arrived with most of the major lenders and implementation of it is already started. The Rehabilitation scheme submitted as directed by Hon'ble BIFR is under due-consideration.

DIVIDEND :

In view of the operating losses, Company regrets its inability to declare the dividend.

AUDITOR'S REPORT :

The comments of Auditors are dealt with by the notes on accounts which are self explanatory. Wherever required the explanation is given in the notes on account.

DIRECTORS :

Mr. Aditya Jaju, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

PARTICULARS OF EMPLOYEES :

There are no employees drawing such remuneration as requiring disclosure under section 217 (2A), as amended, of the Companies Act, 1956 read with Companies ( Particulars of employees ) Rules, 1975.

FIXED DEPOSITS :

The Company has not raised any deposits from the public.

ADDITIONAL INFORMATION :

Additional information required to be disclosed in terms of Notification No. 1029 dated 31/12/88 issued by the Department of Company Affairs is annexed hereto about Conservation of Energy etc. There are no foreign exchange earnings and outgo during the y ear.

CORPORATE GOVERNANCE :

The Report on Corporate Governance and Management's Discussion & Analysis Report, in terms of Clause 49 of the Listing Agreement, are annexed and form part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; i v ) that the directors had prepared the accounts for the financial year ended 31-03-2010 on a "going concern" basis.

AUDITORS :

The retiring auditors M/s. B M Gattani & Co ., Chartered Accountants, Mumbai, are eligible for re-appoint- ment. You are requested to appoint the Auditors of the Company.

COST AUDITORS:

The Central Government has directed cost audit of the Company for the year ending 31-03-2010 and accordingly M/s T M Rathi, Cost Accountant has been appointed as cost auditors of the Company.

ACKNOWLEDGEMENT :

The Director wish to place on record their sincere appreciation to the Company's employees at all levels for their dedication & hard-work and also to the Bankers/Institutions who have actively lent their support to the Company. The Director also express their gratitude to the Shareholders and Debenture holders for their continued co-operation and support.

PLACE : SOLAPUR For & on behalf of the Board DATED : 28/08/2010 (R .J . Jaju) Chairman

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Mar 31, 2009

The Directors of the Company have pleasure In presenting the TWENTY FIFTH Annual Report together with the audited statements of accounts for the Companys financial year ended on 31st March 2009.

OPERATIONAL RESULTS/CURRENT WORKING :

During the year under report, the Gross Sale Is comparatively low as compared to previous financial year due to Impact of certain adverse factors Ifke Hike in Cotton Prices , Shortage of Cotton, Electricity Load Shading and also non availability of skilled workers / technicians. The Company Is confident of achieving good production levels in the Current Year.

Due to continuous efforts, scheme of settlement / restructuring of dues is already arrived with most of the major lenders and implementation of it is already started. The Rehabilitation scheme submitted as directed by Honble BIFR is under due-consideration.

DIVIDEND :

In view of the operating losses, Company regrets its unability to declare the dividend.

AUDITORS REPORT :

The comments of Auditors are dealt with by the notes on accounts which are self explanatory. Wherever required the explanation is given in the notes of account.

DIRECTORS :

Mr R J Jaju, Director of the Company retire by rotation and being eligible offer himself for re-appointment.

Mr. Hariniwas J. Jaju, Director of Company expressed his unwillingness to continue to act as a Director of Company and has tendered resignation from the post of Director, which is duly accepted by the board in the meeting held on 25th August, 2009.

Mr. Aditya V. Jaju was appointed as an Additional Director on the Board of your Company with effect from 25th August, 2009. The Company has received a notice in writing from a Member of the Company under Section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Aditya V. Jaju as a Director of the Company.

PARTICULARS OF EMPLOYEES :

There are no employees drawing such remuneration as requiring disclosure under section 217 (2A), as amended, of the Companies Act, 1956 read with Companies ( Particulars of employees ) Rules, 1975.

FIXED DEPOSITS :

The Company has not raised any deposits from the public.

ADDITIONAL INFORMATION :

Additional Information required to be dlsctosed in terms of Notification No. 1029 dated 31/12/88 issued by the Department of Company Affairs is annexed hereto about Conservation of Energy etc. Other Particulars are not given since they are not applicable.

CORPORATE GOVERNANCE :

Companys philosophy on corporate governance envisages the attainment of the highest levels of transparency, accountability and equity, in all facts of it operations and In all interactions with its stockholders including the shareholder, employees, government and lenders. Company is committed to achieving the highest standards of corporate governance. Company believes that all its operations & actions must serve the underlying goal of enhancing overall corporate value.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed;

I) that in the preparation of the annual accounts for the financial year ended 31st March,.2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv)that the directors had prepared the accounts for the financial year ended 31-03-2009 on a "going concern" basis.

AUDITORS :

The retiring auditors M/s B M Gattanl & Co. , Chartered Accountants, Mumbai are eligible for re-appointment. You are requested to appoint the auditors of the Company.

COST AUDITORS:

The Central Government has directed cost audit of the Company for the year ending 31-03-2009 and accordingly M/s T M Rathi, Cost Accountant has been appointed as cost auditors of the Company.

ACKNOWLEDGEMENT :

The Director wish to place on record their sincere appreciation to the Companys employees at all levels for their dedicated hard-work and also to the Bankers/Institutions who have actively lent their support to the Company. The Director also express their .gratitude to the Shareholders and Debenture holders for their continued co-operation and support.

PLACE : SOLAPUR For & on behalf of the Board

DATED : 25/08/2009 ( R. J. Jaju )

Chairman