General information about company

Scrip code521009
NSE Symbol
MSEI Symbol
ISINZZZ999Z99999
Name of the entityNIWAS SPINNING MILLS LTD
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterYearly
Date of Report31-03-2019
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Wether the listed entity has a Regular ChairpersonYes
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrVIJAY R JAJUAATPJ7387G00081475Executive DirectorChairpersonCEO-MD01-01-201736122
2MrADITYA VIJAKUMAR JAJUALQPJ2408Q02625781Non-Executive - Non Independent DirectorNot Applicable25-08-2009120
3MrMITESH RAMKISAN DAGAAAZPD1285D00082175Non-Executive - Non Independent DirectorNot Applicable01-09-2017120




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100081475Vijay Ramniwas JajuExecutive DirectorChairperson02-06-2001
202625781Aditya Vijaykumar JajuNon-Executive - Non Independent DirectorMember25-08-2009
300082175Mitesh Ramkisan DagaNon-Executive - Non Independent DirectorMember01-09-2017


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100081475Vijay Ramniwas JajuExecutive DirectorChairperson02-06-2001
202625781Aditya Vijaykumar JajuNon-Executive - Non Independent DirectorMember25-08-2009
300082175Mitesh Ramkisan DagaNon-Executive - Non Independent DirectorMember01-09-2017


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100081475Vijay Ramniwas JajuExecutive DirectorChairperson02-06-2001
202625781Aditya Vijaykumar JajuNon-Executive - Non Independent DirectorMember25-08-2009
300082175Mitesh Ramkisan DagaNon-Executive - Non Independent DirectorMember01-09-2017


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing Date
130-10-2018
214-01-201975
314-02-201930



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committeeReson for not providing date
1Audit Committee13-02-2019Yes329-10-2018106



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015No
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeNo
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeNo
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeNo
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryVIJAY JAJU
2DesignationManaging Director



Text Block

Textual Information(1)
The company is in process of appointing Independent Directors and then will reconstitute the committees in line with SEBI LODR regulations.



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.niwasmill.com
2Terms and conditions of appointment of independent directorsNoThe company is in process of complying with the Regulation.
3Composition of various committees of board of directorsYeswww.niwasmill.com
4Code of conduct of board of directors and senior management personnelYeswww.niwasmill.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.niwasmill.com
6Criteria of making payments to non-executive directorsNA
7Policy on dealing with related party transactionsNA
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsNA

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.niwasmill.com
11email address for grievance redressal and other relevant detailsYeswww.niwasmill.com
12Financial resultsYeswww.niwasmill.com
13Shareholding patternYeswww.niwasmill.com
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
2Board composition17(1)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)NA
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
12Composition of Audit Committee18(1)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
13Meeting of Audit Committee18(2)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
14Composition of nomination & remuneration committee19(1) & (2)NoThe Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
20Approval for material related party transactions23(4)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)NoPresently, there is no Independent director in the company. The Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
25Familiarization of independent directors25(7)NoPresently, there is no Independent director in the company. The Company was earlier registered with BIFR. However, it did not opt to get itself registered with NCLT. The company is in process of complying with the Regulation.
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryVIJAY JAJU
2DesignationManaging Director



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryVIJAY JAJU
2DesignationManaging Director



Signatory Details

Name of signatoryVIJAY JAJU
Designation of personManaging Director
PlaceSOLAPUR
Date10-04-2019