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Lux Industries Ltd.

BSE: 539542 Sector: Industrials
NSE: LUXIND ISIN Code: INE150G01020
BSE 00:00 | 18 Apr 1376.15 -18.65
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NSE 00:00 | 18 Apr 1378.20 -21.80
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OPEN 1392.95
PREVIOUS CLOSE 1394.80
VOLUME 2184
52-Week high 2089.95
52-Week low 1054.95
P/E 36.12
Mkt Cap.(Rs cr) 3,475
Buy Price 1363.00
Buy Qty 18.00
Sell Price 1376.15
Sell Qty 10.00
OPEN 1392.95
CLOSE 1394.80
VOLUME 2184
52-Week high 2089.95
52-Week low 1054.95
P/E 36.12
Mkt Cap.(Rs cr) 3,475
Buy Price 1363.00
Buy Qty 18.00
Sell Price 1376.15
Sell Qty 10.00

Lux Industries Ltd. (LUXIND) - Director Report

Company director report

Your Directors are pleased to present the 23rd Annual Report and the Audited Statementof Accounts for the financial year ended March 31 2018.

1. Financial Highlights

(Rs in lakhs)
Particulars Standalone Consolidated
March 312018 March 312017 March 312018*
Revenue from Operations (Gross) 113775.16 95796.85 113775.16
Other Income 173.11 161.69 173.56
Total Revenue 113948.27 95958.54 113948.72
Profit Before Tax 12237.60 9213.45 12237.73
Tax Expense (Including Deferred Tax) 4314.13 3248.50 4314.16
Profit after Tax 7923.47 5964.95 7923.56
Other Comprehensive Income (20.31) (3.94) (20.31)
Total Comprehensive Income 7903.16 5961.00. 7903.25

*Note: In the financial year 2017-18 Artimas Fashions Private Limited became thewholly owned subsidiary of your company and thus Consolidation of accounts was notapplicable for the financial year 2016-17.

2. Operating & Financial Performance

Your company delivered another year of steady performance despite of transformingchanges made by the Government in the economic environment. This year the Company's totalrevenue crossed H 1000 crores mark as against H 950 crores in the previous year. Profitbefore Tax is H122.38 crores as against H92.13 crores in the previous year. The Net Profitafter tax is H79.23 crores as against H59.65 crores for the previous year. The earningsper share isH31.38 against H23.62 in the previous year.

Post the hiccups faced during the initial implementation of the GST the Government ofIndia has done a commendable job in normalizing the effect of GST implementationconsidering its scale.The organised sector has been the major beneficiary of the GST asthe compliance cost of the un-organised sector has increased and the price differencebetween organised and unorganised sector has reduced. Company expects the organisedplayers to grow at a much faster rate due to Economies of Scale and Superior ManufacturingTechnology and increasing Brand Consciousness. The Dankuni Plant of your Company having anarea of 5 lakhs square feet is now running at optimum utilizations combining with costefficiency measures has helped Company to improve margins. The Company has its othermanufacturing capacities at Dhulagarh Ludhiana and Tirupur. The Company has its salesoffices in almost all over the country.

There is no change in the nature of the business of the Company. There was nosignificant and material order passed by regulators or courts or tribunal impacting thegoing concern status and Company's operation in future.

All factories of the Company had been working efficiently during the year. Safetymeasures and processes have been installed and improved upon at all plants and work sites.

3. Composite Scheme of Arrangement

During the year under review your Directors had proposed the Composite Scheme ofArrangement under Section 230 to 232 of the Companies Act 2013 (the ‘Scheme")for Amalgamation of Transferor Companies i.e. J.M. Hosiery & Co. Limited and EbellFashions Private Limited into Transferee Company i.e. Lux Industries Limited. TheAppointed Date of the Scheme is April 1 2018. The Scheme is subject to requisiteapprovals including the sanction of the National Company Law Tribunal.

4. Performance of Subsidiary Companies

Artimas Fashions Private Limited became the wholly owned subsidiary of Lux IndustriesLimited in the financial year 2017-18 and this Company will manufacture premium innerwearsocks and sleepwear under the brand name of One8- Brand of Indian Cricket Team's CaptainVirat Kohli.

5. Dividend

Over the years Lux has consistently followed a policy of paying high dividend keepingin mind the cash-generating capacities the expected capital needs of business andstrategic considerations. For Financial Year 2017-18 the Board is pleased to recommend adividend @ 100% (H2.00/-) on 25253000 Equity Shares of H2/- each. [Previous year thetotal dividend was declared @ 70% i.e. H1.40/- each on 25253000 Equity Shares of H2/-each]. Payment of dividend is subject to the approval of the shareholders in the ensuingAnnual General Meeting.

The dividend payout is in accordance with the Company's Dividend Distribution Policy.The Dividend Distribution Policy of the Company is annexed herewith as"Annexure-A".

6. Capacity Expansion

During the financial year 2017-18 the Dankuni Plant of your company having an area of 5lakhs square feet is now running at optimum utilizations combining with cost efficiencymeasures have helped Company to improve margins. Company has the lowest conversion costwhile manufacturing hosiery in our industry.

7. First Year of implementation of Indian Accounting Standards

This is the first year of implementation of the Indian Accounting Standards. Thefinancial statements for the year ended on March 31 2018 have been prepared in accordancewith the Indian Accounting Standards (IND AS) notified under Section 133 of the CompaniesAct 2013 read with Companies(Accounts) Rules 2014. The financial statements for the yearended on March 31 2017 have been restated in accordance with IND AS for comparativeinformation.

8. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of thefinancial year till the date of this Report which affects the financial position of thecompany.

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this report.

10. Share Capital

During the year under review the Company has redeemed its 5600000 Non-ConvertibleRedeemable Preference Shares of H100 each at par which was issued to Promoter groupCompanies.

11. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit& loss account.

Futher during the year under review amount of H56 crores transferred to capitalredemption reserve as per the provision of Companies Act 2013 for redemption ofpreference shares.

12. Transfer to Investor Education and Protection Fund

During the financial year under review your Company has transferred unpaid/unclaimeddividend amounting to H214982/- for Financial Year 2009-10 to the Investor Educationand Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31 2011at the Annual General Meeting held on September 30 2011 will be transferred to theInvestor Education and Protection Fund (IEPF) of the Central Government by November 2018pursuant to the provisions of the section 124 and 125 of the Companies Act 2013.Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholderswill have to make their claim with the IEPF Authority following the appropriate rules inthis regard. Shareholders may claim their unclaimed dividend for the years prior to andincluding the financial year 2009-10 and the corresponding shares from the IEPF Authorityby applying in the prescribed Form No. IEPF-

5. This Form can be downloaded from the website www.iepf.gov.in. 3705 Equity shares inrespect of 45 folios corresponding to the dividend for the year ended on March 31 2010which remained unclaimed for seven consecutive years has also been transferred to the IEPFAuthority in compliance with Section 124 of the Companies Act 2013 read with rule 6 ofthe Investor

Education and Protection Fund (Accounting Audit Transfer and Refund) Rules 2017after giving individual notices to concerned Shareholders and advertisements innewspapers.

Equity Shares corresponding to the dividend declared for the year ended on March 312011 and remaining unclaimed for seven consecutive years will also be transferred to theIEPF if the dividend is not encashed within October 31 2018. Individual notices has beensent to the concerned Shareholders to claim their dividend and Notices have also beenpublished in the newspapers in this regard. The advertisement is also available on thewebsite of the Company. Attention in particular drawn that the unclaimed dividend for thefinanicial year 2010-11 and corresponding shares will due for transfer to IEPF on 7thNovember 2018. List of shareholders whose dividend remained unclaimed are available onthe website of the company www.luxinnerwear.com under heading Investors Section.Shareholders are requested to check their unpaid dividend from the list and contact theRegistrar & Share Transfer Agent or Company Secretary to encash these unpaiddividends.

Details of Unclaimed/Unpaid Dividend

Year Dividend Type Dividend Date of declaration Due date for Transfer to IEPF
2010-2011 final 2.20 September 30 2011 November 07 2018
2011-2012 final 2.20 September 28 2012 November 05 2019
2012-2013 final 2.20 September 27 2013 November 04 2020
2013-2014 final 3.00 September 26 2014 November 03 2021
2014-2015 final 6.00 September 26 2015 November 03 2022
2015-2016 interim 6.00 March 12 2016 March 19 2023
2015-2016 final 1.00 September 27 2016 November 04 2023
2016-2017# final 1.40 September 21 2017 October 28 2024

#Note: For the financial year 2016-17 the Company declares dividend on the face valueof H 2/- each and dividend declared in the previous financial years were at the face valueof H10/-each.

The Company is sending periodic communications to the concerned shareholders advisingthem to lodge their claims with respect to unclaimed dividend. Shareholders are cautionedthat once unclaimed dividend is transferred to IEPF no claim shall lie in respect thereofwith the Company.

Unclaimed Shares

As per Regulation 34 (3) read with Schedule V of the Listing Regulations the detailsof the shares in the Unclaimed Suspense Account of Lux Industries Limited is as follows:

Outstanding Shares in the suspense account lying at the beginning of the year Number of shareholders who approached the Company for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Outstanding Shares in the suspense account lying at the end of the year That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
(1) (2) (3) (4) (5)
2000 Equity Shares NIL NIL 2000 Equity Shares Yes

Note: During the year no shares were credited by the Company to the said DematSuspense Account.

13. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and rules made there under during the year under review.

14. Particulars of Loans Guarantees or Investments

The Company has not given any new loan during the financial year2017-18 howevercharged interest on outstanding balance of the loan given during the financial year2015-16 details of the same are given below.

(Rs in lakhs)
Name Rate of Interest Max amount of Purpose
Outstanding
Manamaa Garments 12% 52.74 Loan
Jalan & Sons 12% 32.37 Loan
West Bengal Hosiery Park Insfrastructure Ltd. 9% 0.40 Loan

During the year under review the Company has invested in 100% shares of ArtimasFashions Private Limited resulting said Private Limited Company becoming a Wholly OwnedSubsidiary of Lux Industries Limited.

The Company has given a corporate guarantee on behalf of its wholly owned subsidiaryArtimas Fashions Private Limited to ensure performance of the financial obligation ofArtimas Fashions Pvt. Ltd The details of investments made by company are given under thenotes to the financial statements.

15. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and thenature of its business for the purchase of inventories fixed assets and with regard tothe sale of goods and services. Details in respect of the adequacy of internal financialcontrols with reference to the Financial Statements are stated in Management Discussionand Analysis which forms part of this Report.

16. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013 read with rules made there underyour directors have constituted a Corporate Social Responsibility Committee. As part ofits initiatives under "Corporate Social Responsibility" (CSR) the Company hascontributed funds for the schemes relating to eradicating hunger and poverty promotingeducation animal and social welfare and medical aid. The contributions in this regardhave been made to the registered trusts and / or section 8 companies which are undertakingsuch schemes. The CSR Policy may be accessed on the Company's website at the link:http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies_03.pdf The Annual Report onCSR activities is annexed herewith as Annexure ‘B'

17. Management Discussion and Analysis Report

Pursuant to Regulation 34 (2)(e) of SEBI (Listing Obligations And DisclosuresRequirements) Regulations 2015 Management Discussion and Analysis Report is annexed asAnnexure ‘C' forming part of this Report.

18. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant toRegulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations AndDisclosures Requirements) Regulations 2015 a separate section on Corporate Governancetogether with a certificate from the Company's Auditor confirming compliance is set out inAnnexure ‘D' and Annexure ‘F' forming part of this report. Further a declarationon the Code of Conduct is given in Annexure ‘E'.

19. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 the CEO and CFO certification on the accounts of theCompany as given by Sri Pradip Kumar Todi Managing Director and Sri Ajay Kumar PatodiaChief Financial Officer is set out in Annexure ‘E' forming part of this report.

20. Directors & Key Managerial Personnel

Retirement by Rotation

Mr. Ashok Kumar Todi Whole Time Director retires by rotation and being eligibleoffers himself for re-appointment. The Board has recommend his reappointment.

Brief resume / details of Mr. Ashok Kumar Todi (DIN: 00053599) is furnished in theannexure to the notice of the ensuing Annual General Meeting.

The following person are designated as KMP of the Company in compliance with theprovision of section 203 of the Companies Act 2013.

Sl. No. Name of the KMP Designation
1. Mr. Ashok Kumar Todi Whole-time Director
2. Mr. Pradip Kumar Todi Managing Director
3. Mr. Ajay Kumar Patodia Chief Financial Officer
4. Mrs. Smita Mishra Company Secretary &
Compliance Officer

During the year there has been no changes in the Key Managerial Personnel.

Independent Director's

Mr. Nandananda Mishra Mr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly willcomplete their present term as an Independent Director on 31st March 2019. The Board attheir meeting on the recommendation of the Nomination and Remuneration Committeerecommended for the approval of the Members the re-appointment of Mr. Nandananda MishraMr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly as an Independent Director of theCompany for a period of five years with effect from 1st April 2019.

Mr. Nandanadan Mishra Independent Director of the Company has attained the age ofseventy five years as on 20th October 2017. The Board at their meeting on therecommendation of the Nomination and Remuneration Committee recommended for approval ofthe members continuation of Mr. Nandanandan Mishra as an Independent Director of theCompany for a period of five years with effect from 1st April 2019 in compliance withthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018.

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring thatthey meet the criteria of independence as laid down under section 149(6) of the CompaniesAct 2013.

Familiarisation Program for Independent Directors

At the time of appointing a Director a formal letter of appointment is given to him /her which inter alia explains the role function duties and responsibilities expectedof him/her as a Director of the Company. The Director is also explained in detail thevarious compliances required from him/her as a director under various provisions of theCompanies Act 2013 and such other rules and regulations.

The Directors are also updated about the financials of the company and new productlaunches. They are also provided with the booklets relating to the business and operationsof the company. They are updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors from time to time.

During the financial year under review your Company organized familiarisationprogrammes for the Directors in accordance with the requirements of Listing Regulations.The Directors were also provided with relevant documents reports and internal policies toenable them to familiarise with your Company's procedures and practices from time totime besides regular briefing by the members of the senior leadership team.

The details of such familiarisation programs for Independent Directors may be accessedon the company's website:-http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/id_01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of the Companies Act 2013 and Regulation 1719 & 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015the Board has carried out an evaluation of its own performance the performance ofindividual directors as well as the working of its Audit Nomination & RemunerationCommittees. The manner in which the evaluation has been carried out has been explained inNomination & Remuneration Policy in the Corporate Governance Report. Further theIndependent Directors of the Company met once during the year on January 20 2018 toreview the performance of the executive directors Chairman of the Company and performanceof the Board as a whole. Details of separate meeting of Independent Director are given inthe Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.And also has been posted on the Company'swebsite:-http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies_07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar ofmeetings is prepared and circulated in advance to all the Directors. Any additionalmeeting if any is convened by giving appropriate notice in order to meet therequirements. During the year five Board Meetings and six Audit Committee Meetings wereconvened and held. Details are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and such other rules and regulations.

21. Director`s Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of subsection (3) of theCompanies Act 2013 the directors confirm: a. that in the preparation of the annualaccounts for the year ended March 31 2018 the applicable accounting standards have beenfollowed along with proper explanation relating to material departure if any; b. thatsuch accounting policies as mentioned in the notes to annual accounts have been selectedand applied consistently and judgments and estimates have been made that were reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat March 31 2018 and of the profit of the Company for the year ended on that date; c.that proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d.that the annual accounts of the Company have been prepared on a ‘going concernbasis'; e. that proper internal financial controls are in place and that the financialcontrols are operating effectively; f. that proper systems to ensure compliance with theprovisions of all applicable laws are in place and that such systems were adequate andoperating effectively.

22. Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with the PromotersKey Managerial Personnel or other designated persons which may have potential conflictwith interest of the company at large. All the related party transactions were reviewed bythe Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policyon related party transactions and dealing with related parties as approved by the Boardhas been posted on the company's website http://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_09.pdf

23. Subsidiaries Associate and Joint Ventures

During the year the Company has invested in 100% shares of Artimas Fashions PrivateLimited (Unlisted Private Limited Company) resulting said Private Limited Company become aWholly Owned Subsidiary of Company. Further the Company does not have associate and therewere no joint ventures entered into by the Company.

Pursuant to section 129(3) of the Companies Act2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Subsidiaries is given in Form AOC-I and annexed as"Annesure-G".

24. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy in terms ofsection 177 of the Companies Act 2013 to deal with instances of fraud and mismanagementif any. The purpose of this policy is to provide a framework to promote responsible andsecure whistle blowing. It protects employees wishing to raise a concern about seriousirregularities within the Company. A quarterly report with a number of complaints if anyreceived under the Policy and their outcome is placed before the Audit Committee and theBoard. The policy on vigil mechanism may be accessed on the company'swebsite:-http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies_10.pdf

25. Auditor's Report / Secretarial Audit Report

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Mohan Ram Goenka of M/s MR & Associates Practising Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Auditor's Report isannexed herewith as Annexure ‘H'.

26. Auditors

M/s S.K. Agarwal & Co. Chartered Accountants (Firm Registration Number: 306033E)Statutory Auditors of the Company have submitted their Independent Auditor's report on thefinancial statement of the Company for the year ended on March 31 2018. Members of theCompany at the Annual General Meeting(AGM) held on September 21 2017 approved theappointment of the M/s. S.K. Agrawal and Co. Chartered Accountant as the statutoryauditor of the company for a period of five years commencing from the conclusion of the22nd AGM held on September 21 2017 until the conclusion of 27th AGM of the Company to beheld in the year 2022.

In terms of provision relating to statutory auditor forming part of the Companiesamendment Act 2017 notified on May 7 2018 ratification of the appointment of statutoryAuditors at every AGM is no more a legal requirement. Accordingly the notice conveningthe ensuing AGM does not carry any resolution on ratification of the appointment ofstatutory auditor. However M/s. S.K. Agrawal & Co. has confirmed that they areeligible to continue as statutory auditor of the Company and accordingly M/s. S.K. Agrawal& Co. will continue to be the statutory Auditor of the Company for financial yearending March 31 2019.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (‘the PIT Regulations') on prevention of insider tradingyour Company had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseInsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on the consequences of non-compliances. During theyear under review Company has made changes in the insider trading policy of the Companyand the same was duly intimated to exchange. Your Company further puts in place a Code ofpractices and procedures of fair disclosures of unpublished price sensitive information.Both the aforesaid Codes are in line with the PIT Regulations. The policy may be accessedon the Company's website:-http://www.luxinnerwear.com/upload%20pdf/Cgovernance/policies_02.pdf

28. Ratings

During FY under review SMERA Ratings Limited has given the following ratings to theCompany:-

(Rs in Crores)
Ratings Amount Category
SMERA AA 359.18 Long-Term
Instruments
SMERA A1+ 1.50 Short Term
Instruments

29. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure ‘I'.

30. Business Responsibility Report

The Company was not in list of top 500 listed Companies as on March 31 2017 socompliance with Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 preparation of the Business Responsibility Report(‘BRR') is not applicable however as the Company is in the list of top five hundredlisted Companies as on March 31 2018 and has already started Business Responsibilityinitiative Management of the Company voluntarily chose to prepare Business ResponsibilityReport this year also. Accordingly it has been prepared and forms part of the AnnualReport as Annexure ‘J'. The Report provides a detailed overview of initiatives takenby your Company from environmental social and governance perspectives.

31. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vitalresponsibility. Pursuant to section 134 (3) (n) of the Companies Act 2013 &Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 the Company has constituted a Risk Management Committee. The details of thecommittee and its terms of reference are set out in the Corporate Governance Reportforming part of the Board's Report. Identifying critical risks and their mitigation invarious departments of the Company is an ongoing process. The Company has not identifiedany material element of risk which may threaten the existence of the Company.

32. Industrial Relation

During the year under review the industrial relations remained cordial and stable. Thedirectors wish to place on record their appreciation for the excellent cooperationreceived from the employees at all levels.

33. Particulars of Employees

As on March 31 2018 total number of employees on the records of your Company was 1407as against 907 in the previous FY. Your Directors place on record their appreciation forthe significant contribution made by all employees who through their competencededication hard work co-operation and support have enabled the Company to cross newmilestones on a continual basis. The ratio of the remuneration of each director to themedian of employee's remuneration as required under section 197 (12) of the Companies Act2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure ‘K(i)'.

A statement containing the names of the top 10 employees in terms of remuneration drawnand every person employed throughout the year who were in receipt of remuneration interms of rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration Personnel)Rules 2014 is annexed herewith as Annexure ‘K(ii)'.

34. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that everyemployee is treated with dignity respect and equality. There is zero tolerance towardssexual harassment. Any act of sexual harassment invites serious disciplinary action. Thecompany has established policy against Sexual Harassment for its employee. The Company hadalso constituted a Prevention of Sexual Harassment Committee. The policy allows anyemployee to freely report any such act and prompt action will be taken thereon. There wereno such incidences during the period under review.

35. Policies approved by Board

During the year the following policies were approved by the board:-

Policy Date of Board Meeting where approved Web link
Policy for determining 05.12.2017 http://www.luxinnerwear.com/upload%20pdf/
Materiality of Subsidiaries Cgovernance/policies_08.pdf

36. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Report of the Directors:

Annexure Particulars
Annexure - A Dividend Distribution Policy
Annexure - B Annual Report on Corporate Social Responsibility (CSR) Activities.
Annexure - C Management Discussion and Analysis Report.
Annexure - D Report on Corporate Governance.
Annexure - E Certification by Managing Director and Chief Financial Officer of the Company.
Annexure - F Auditors' Certificate on Corporate Governance.
Annexure - G Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1.
Annexure - H Secretarial Auditor's Report.
Annexure - I Extract to the Annual Return in Form MGT-9.
Annexure - J Business Responsibility Report (‘BRR').
Annexure - K (i) Details pertaining to remuneration as required under section 197 (12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
(ii) Statement containing the names of top ten employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.
Annexure - L Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo.

37. Conservation of Energy Technology Absorption and Foreign Exchange Earning andOutgo:

The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be disclosed under section 134(3) (m) of theCompanies Act 2013 are annexed here to and forms part of this report as Annexure‘L'.

38. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continuedassistance and support extended to the company by its customers vendors investorsbusiness associates banks government authorities employees and other stakeholders.

For and on behalf of the Board of Directors
Pradip Kumar Todi
Kolkata Managing Director
May 17 2018 DIN:00246268