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New Light Apparels Ltd.

BSE: 540243 Sector: Industrials
NSE: N.A. ISIN Code: INE835U01019
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OPEN 24.70
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VOLUME 810
52-Week high 27.30
52-Week low 12.50
P/E 41.50
Mkt Cap.(Rs cr) 5
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Sell Price 0.00
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OPEN 24.70
CLOSE 25.95
VOLUME 810
52-Week high 27.30
52-Week low 12.50
P/E 41.50
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

New Light Apparels Ltd. (NEWLIGHTAPPARE) - Director Report

Company director report

To

The Members

NEW LIGHT APPARELSLIMITED

Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2016

FINANCIAL SUMMARY

Amount in (Rs)

Particulars F.Y. ENDING 31.03.2016 F.Y. ENDING 31.03.2015
Total Revenue 72470123.00 45093664.00
Less: Total Expenses 71994099.00 44801857.00
Profit or Loss before Exceptional and Extraordinary items and Tax 476024.00 291807.00
Less: Exceptional Items - -
Less: Extraordinary Items - -
Profit or Loss before Tax 476024.00 291807.00
Less:
(a) Current tax expense for current year 259758.00 465171.00
(b) Deferred tax (89386.00) (445895.00)
c) For Earlier Year 16986.00 0.00
Profit or Loss After Tax 288666.00 272531.00

FINANCIAL PERFORMANCE

During the year under review there was revenue from operations of Rs. 72347069/- asagainst Rs. 44871152/- in the previous year .The Company has earned a profit of Rs. 288666/-inthe current year as against profit of Rs. 272531/- in the previous year.

DIVIDEND

Keeping in view the present financial position of the company your Directors do notrecommend any dividend for the year ended 31st March 2016.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last year.

SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs. 35000000/-(divided into 3500000 Equity shares of Rs.10/- each). During the year there has been no change in theAuthorised Share Capital of the Company.

(B) ISSUED SHARE CAPITAL

The Issued Share Capital of the Company stands at Rs. 32513000/-(divided into 3251300 Equity Shares of Rs.10/- each). During the year there has been no change in theissued Share Capital of the Company.

(C) SUBSCRIBED & FULLY PAID UP SHARE CAPITAL EQUITY

The Subscribed & fully paid up Share Capital of the Company stands at Rs.21962300/- (divided into 2196230 Equity shares of Rs.10/- each). During the yearthere has been no change in the fully paid up Share Capital of the Company.

(D) SUBSCRIBED & NOT FULLY PAID UP SHARE CAPITAL EQUITY

The Subscribed & partly paid up Share Capital of the Company stands at Rs.5275350/- (divided into 1055070 Equity shares of Rs.5/- each). During the year therehas been no change in the not fully paid up Share Capital of the Company

(E) PAID-UP SHARE CAPITAL EQUITY

The paid up Share Capital of the Company stands at Rs. 21962300/- (divided into2196230 Equity shares of Rs.10/- each) and Rs. 5275350/- (divided into 1055070Equity shares of Rs.5/- each) Rs. 27237650/-paid up Share Capital. During the yearthere has been no change in the paid up Share Capital of the Company.

SHARES

During the year under review the company has undertaken following transactions:

Increase in Share Capital Buy Back of Securities Sweat Equity Bonus Shares Employees Stock Option Plan
Nil Nil Nil Nil Nil

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about company's business and hopeful of betterperformance. There was no change in the nature of business of company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Induction

The Board made following appointments based on the recommendation of the Nomination& Remuneration Committee:

• Appointment of Mr. Sunil Grover as an Additional Director in the capacity ofIndependent Director of the Company effective February 26 2016.

• Appointment of Mrs. Rishita Sethi as an Additional Director in the capacity ofIndependent Director of the Company effective February 26 2016.

• Appointment of Mrs. Sudesh Katyal as an Additional Director in the capacity ofIndependent Director of the Company effective February 26 2016.

The Company has received notices under Section 160 of the Companies Act 2013 frommembers signifying their intention to propose the candidature of above mentioned directorsfor the office of Director.

The information on the particulars of Director eligible for appointment in terms ofRegulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015has been provided in the notes to the notice convening the Annual General Meeting.

Re-appointment

As per the provisions of the Companies Act 2013 Sh. Gurcharan Makkad will retire byrotation at the ensuing AGM and being eligible offered himself for re-appointment. TheBoard recommends his reappointment.

As per the provisions of the Companies Act 2013 Mrs. Meetu Makkad will retire byrotation at the ensuing AGM and being eligible offered herself for re-appointment. TheBoard recommends her reappointment.

Appointment

• Ms. Shilpa Bansal was appointed as the Company Secretary of the company witheffect from March 02 2016.

• As per the provisions of Companies Act 2013 Sh. Gurcharan Makkad and Mrs.Meetu Makkad have been re-appointed as Whole Timer Director of the company for a period ofFive years w.e.f. 10th August 2016 to 09th August 2021 in themeeting of the Board of Directors of the company in the meeting held on 10thAugust 2016. The Board recommends their re-appointment for members approval.

Change the designation from whole time Director to Managing Director.

As per the provisions of Companies Act 2013 Mr. Sandeep Makkad [DIN: 01112423] changethe designation from whole time Director to Managing Director of the company for a periodof Five years w.e.f. 10th August 2016 to 09th August 2021 in themeeting of the Board of Directors of the company in the meeting held on 10thAugust 2016. The Board recommends their re-appointment for members approval

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17 (10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review. More details on the same are givenin the Corporate Governance

Report.

NUMBER OF BOARD MEETINGS

The Company should hold atleast four Board Meetings in a year one in each quarterinter- alia to review the financial results of the company. The company also holdsadditional Board Meetings to address its specific requirements as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed andnoted at the subsequent Board Meeting. Annual calendar of meetings of the board arefinalized well before the beginning of the financial year after seeking concurrence of allthe directors.

During the year 11th (Eleven) Board Meetings were held i.e. on 30th May 2015 31stJuly 201510th August 201502nd September 201531st October 2015 30th January 201604th February 2016 26th February 2016 29th February 2016 02nd March 2016 and 21stMarch 2016. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013. The details of the Board meetings held during the yearalong with the attendance of the respective Directors thereat are set out in the CorporateGovernance Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed toeffectively control the operations at its Registered office and factory premises. Theinternal control systems are designed to ensure that financial and other records arereliable for the preparation of financial statements and for maintaining assets.

RISK AND AREA OF CONCERN

The company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor andnon-business risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/ mitigate the same through a properly definedframework.

During the year risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The criteria for Director's appointment has been set up by the Nomination andRemuneration Committee which includes criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section (3) ofSection 178 of the Companies Act 2013("the Act").

The company follows criteria for policy on remuneration of Directors and SeniorManagement Employees. The policy is approved by the Nomination and Remuneration Committeeand the Board. More details on the same are given in the Corporate Governance Report.

AUDIT COMMITTEE [(Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015]

The Audit Committee was Constituted with Three Directors Mr. Sandeep Makkad asChairman Sh. Gurcharan Makkad and Mrs. Meetu Makkad as members of the Committee.

As per the requirements of Companies Act 2013 and Regulation-18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Every listed entity shallconstitute a qualified and independent audit committee in accordance with the terms ofreference subject to the following:

(a) The audit committee shall have minimum three directors as members.

(b) Two-thirds of the members of audit committee shall be independent directors.

To comply with the requirement of Companies Act 2013 Regulation-18 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your company hasre-constitute the Audit Committee comprises of Mr. Sandeep Makkad as Chairman Mr. SunilGrover Mrs. Rishita Sethi and Mrs. Sudesh Katyal as members of the Committee. The detailsof term of reference of the Audit Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE [(Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015]

As per the requirements of Companies Act 2013 and Regulation-19 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The board of directors shallconstitute the Nomination and Remuneration Committee as follows:

(a) the committee shall comprise of at least three directors ;

(b) all directors of the committee shall be non-executive directors; and

(c) at least fifty percent of the directors shall be independent directors

To comply with the requirement of Companies Act 2013 Regulation-19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your company hasconstitute the Nomination and Remuneration Committee comprises of Mr. Sunil Grover asChairman Mrs. Rishita Sethi and Mrs. Sudesh Katyal as members of the Committee. Thedetails of term of reference of the Nomination and Remuneration Committee member dates ofmeeting held and attendance of the Directors are given separately in the CorporateGovernance Report.

STAKEHOLDER RELATIONSHIP COMMITTEE [(Regulation 20 of SEBI (Listing Obligations and

Disclosure Requirements) Regulation 2015

As per the requirements of Companies Act 2013 and Regulation-20 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The listed entity shallconstitute a Stakeholders Relationship Committee to specifically look into the mechanismof redressal of grievances of shareholders debenture holders and other security holders.

To comply with the requirement of Companies Act 2013 Regulation-20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your company hasconstitute the Stakeholder Relationship Committee comprises of Mr. Sunil Grover asChairman Mrs. Rishita Sethi and Mrs. Sudesh Katyal as members of the Committee. Thedetails of term of reference of the Nomination and Remuneration Committee member dates ofmeeting held and attendance of the Directors are given separately in the CorporateGovernance Report.

POLICIES OF THE COMPANY

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.newlightapp.com.T he policies are reviewed periodically by the Board andupdated based on need and new compliance requirement.

In addition to its Code of Conduct and Ethics key polices that have been adopted bythe company are as follows:

WHISTLE BLOWER POLICY(POLICY ON VIGIL MECHANISM) [Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015]

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andSecurities And Exchange Board Of India (Listing Obligations And Disclosure Requirements)Regulations 2015 the Company has adopted a Whistle Blower Policy which provides for avigil mechanism that encourages and supports its Directors and employees to reportinstances of unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or Ethics Policy. It also provides for adequate safeguards againstvictimisation of persons who use this mechanism and direct access to the Chairman of theAudit Committee in exceptional cases. The details of the same are provided in CorporateGovernance Report forming part of this Annual Report.

PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In Compliance with Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted an'Internal Complaints Committee'. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations.

During the year the Company has not received any complaint related to sexualharassment.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

NOMINATION REMUNERATION & EVALUATION POLICY [Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015]

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The details of the same are provided in Corporate Governance Report forming part of thisAnnual Report.

RELATED PARTY TRANSACTION POLICY [Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]

Pursuant to Regulation 23 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall formulate a policy on materiality of Related Party Transaction and lays downthe procedures of dealing with Related Party Transactions. The details of the same areprovided in Corporate Governance Report forming part of this Annual Report.

INSIDER TRADING POLICY

Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.

MATERIALITY DISCLOSURE POLICY (MDP) [Regulation 30 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]

Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that everylisted entity shall make disclosures of any events or information which in the opinion ofthe Board of Directors of the listed company is material and the same being hosted on theCompany's website.

DOCUMENT RETENTION AND ARCHIVAL POLICY (DRAP) [Regulation 9 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015]

Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall formulate a policy for preservation of documents and Regulation 30(8) of theRegulations is also required to have an archival policy on archiving all informationdisclosed to Stock exchange(s) and the same being hosted on the Company's website.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director is attached as 'Annexure1' which forms a part of this Report of the Directors. The Code of Conduct isavailable on the Company's websitewww.newlightapp.com .

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is an equal opportunity employer and consciously strives to build a workculture that promoters dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed thereunder-

a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the Code of Business Conduct andEthics applicable to all the employees of the Company. A copy of which is given to everyemployee and his consent for compliance duly taken.

b) All women permanent temporary or contractual including those of service providersare covered under the policy.

During the year the Company has not received any complaint related to sexualharassment.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in "Annexure-2''

AUDITORS AND AUDITORS' REPORT

M/s Rajan Malik & Co. Chartered Accountants. (FRN No.: 019859N) 40/230Chittranjan Park Opp. B- Block KalkaJi New Delhi-110019 were appointed as StatutoryAuditors for a period of four years in the Annual General Meeting held on September 302014 till the conclusion of Annual General Meeting for the financial year ended 2018subject to ratification by members at every subsequent Annual General Meeting.

Ratification of their appointment till the next Annual General Meeting is due forconsideration in the forthcoming Annual General Meeting. The Company has received acertificate from the M/s Rajan Malik & Co. to the effect that if their appointment isratified in the current Annual general Meeting it would be in accordance with theprovisions Section 141 of the Companies Act 2013

Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Parveen Rastogi & Co Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 isannexed as "Annexure - 3" to this report. The said report containsqualifications and management gives comment thereon.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

PUBLIC DEPOSITS

During the period under review the company has not accepted any deposits from publicand as such no amount on account of principal and interest on deposits from public wasoutstanding as on the date of the balance sheet.

COST AUDIT

The Cost Audit is not applicable on your Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Related party transactions entered during the financial year under review are disclosedin Note No.23 of the Financial Statements of the company for the financial year endedMarch 31 2016. These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors

Management or their relatives which could have had a potential conflict with theinterests of the Company. Form AOC-2 containing the note on the aforesaid related partytransactions is enclosed herewith as Annexure-4.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in"Annexure 5" and is attached to this Report.

DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014

A. CONSERVATION OF ENERGY

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilisation and maximum possible saving of energy.

B. TECHNOLOGY ABSORPTION

Your Company actively pursues a culture of technology adoption leveraging on theadvancements in technology to serve customers better manage process efficiently andeconomically and strengthen control systems. The Company has maintained a technologyfriendly environment for its employees to work in. In keeping with the current trends inthe areas of digital marketing and social media the Company has effectively used theseavenues in positioning itself in the market place and gain better Customer engagement.

C. FOREIGN EXCHANGE EARNINGS &OUTGO

There were no earnings and outgo in foreign exchange during the year under review.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed

along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The Company being unlisted sub clause (e) of section 134(3) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

DEMATERIALISATION OF SHARE

The have established connectivity with both the depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Butthere no trading of the share of your Company as approval of BSE is awaited. And In viewof the numerous advantages offered by the Depository system Members are requested toavail the facility of dematerialization of shares with either of the Depositories asaforesaid.

LISTING OF SECURITIES

The Company's Shares are listed at The Delhi Stock Exchange Ltd. The Madras StockExchange Limited and The Ahmadabad Stock Exchange Limited. The Madras Stock ExchangeLimited was derecognized from the Stock Exchanges your Company has taken NOC from MadrasStock Exchange Limited. And your Company Applied for listing permissions in Bombay StockExchange (BSE) Mumbai.

CORPORATE GOVERNANCE

Your Company Believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of company which forms the core valuesof the company. These guiding principles are also articulated through the company's codeof business conduct corporate

governance guidelines charter of various sub committees and disclosurepolicy."Annexure-6"

As per the applicable provisions of Schedule- V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by your company together with certificate form M/s Parveen Rastogi& Co. Company Secretary on compliance with corporate governance norms under theListing Regulations.

The Company is not required to mandatorily comply with the provision of Regulation27(2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations")of the Listing Agreementas its equity share capital is less than Rs.10 Crore and Net Worth is not Exceeding Rs.25Crores as on the last day of the previous financial year.

MANAGING DIRECTOR CERTIFICATE

In terms of the requirement of the Regulation 17(8) of the SEBI(Listing Obligation& Disclosure Requirements) Regulation 2015 the certificates from MD had beenobtained.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives expectations orforecasts may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include the status of thepromoters change in government regulations tax laws economic developments within thecountry and other factors such as litigation arrangement of funds.

ACKNOWLEDGEMENTS

Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors For NEW LIGHT APPARELS LIMITED

Place: New Delhi Sd/- Sd/-
Date: 05.09.2015 SANDEEP MAKKAD GURCHARAN MAKKAD
MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN:01112423 DIN: 01689768