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Womens Next Loungeries Ltd.

BSE: 538128 Sector: Industrials
NSE: N.A. ISIN Code: INE174Q01011
BSE 00:00 | 18 Apr 6.25 0.15
(2.46%)
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6.75

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6.75

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NSE 05:30 | 01 Jan Womens Next Loungeries Ltd
OPEN 6.75
PREVIOUS CLOSE 6.10
VOLUME 24000
52-Week high 86.00
52-Week low 5.77
P/E 2.00
Mkt Cap.(Rs cr) 4
Buy Price 5.80
Buy Qty 2000.00
Sell Price 6.20
Sell Qty 2000.00
OPEN 6.75
CLOSE 6.10
VOLUME 24000
52-Week high 86.00
52-Week low 5.77
P/E 2.00
Mkt Cap.(Rs cr) 4
Buy Price 5.80
Buy Qty 2000.00
Sell Price 6.20
Sell Qty 2000.00

Womens Next Loungeries Ltd. (WOMENSNEXT) - Director Report

Company director report

To

The Members

WOMEN'S NEXT LOUNGERIES LIMITED

Your Directors have pleasure in presenting before you the Eight Annual Report of theCompany on the business and operations of the Company together with the AuditedStatements of Accounts for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance for the year under review along with previousyear's figure is given hereunder:

(Rs. In Lakhs)

PARTICULARS STANDALONE
2017-18 2016-17
Total Revenue 3876.31 5177.43
Total Expenses 3620.22 5032.90
Profit/(Loss) before taxation 256.09 144.53
Less: Tax Expenses 74.44 54.11
Profit after taxation and before prior period adjustments 181.64 90.41
Prior period Expenses
Profit/(Loss) after tax 181.64 90.41

2. OPERATIONS:

During the year under review the Company has achieved a milestone in terms of profit.Company has achieved highest ever profit (net of tax) in its history which grew by 91.23lakhs from 90.41 lakhs in the previous year to 181.64 Lakhs in the current year. GST wasimplemented w.e.f. 1st July 2017. There was cautionary buying approach forlast 15 days of June 17 and first 15 days of July 17 due to GST. Unorganised segmentresorted to disruptive practices post GST in absence of e-way bill.

3. NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and trading of lingeriesintimate wear and select exclusive wear. There was no change in the nature of the businessof the Company during the year under review.

4. DIVIDEND:

Your Directors are having a view of conserving the resources of Company and for thatreason the directors are not recommending any dividend for the financial year 2017-18.

5. RESERVES:

It is not proposed to transfer any amount to reserves out of the profits earned duringthe financial year 2017-18.

6. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

7. LOAN FROM DIRECTORS OR DIRECTOR'S RELATIVES

During the financial year under review the Company has time to time borrowed fundsfrom the Directors to meet the short term fund requirements of the Company.

8. SHARE CAPITAL:

The Authorized share capital of the Company increases from Rs. 40000000/- (havingEquity shares of Rs. 4000000 divided into Rs. 10/- each) to Rs. 120000000/- (havingequity shares of 12000000 divided into Rs. 10/- each).

Further the Paid up Capital of the Company increases from Rs. 25000000/- (havingEquity shares of 2500000 divided into Rs. 10/- each) to 45050000/- (having Equityshares of 4505000 divided into Rs. 10/- each)

Further Company has issued 3550000 Convertible Warrants to Promoters andNon-Promoters.

9. BOARD MEETINGS:

The Board of Directors met for eight times during the financial year and theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and rules made there under.

The dates on which the Board Meetings were held are as follows:

Sr. No. Date of Board Meeting
1. April 24 2017
2 May 30 2017
3. July 1 2017
4. August 23 2017
5. September 1 2017
6. November 14 2017
7. January 15 2018
8. March 15 2018

Board Meeting dates are finalized in consultation with all the Directors and agendapapers backed up by comprehensive notes and detailed background information are circulatedwell in advance before the date of respective meetings.

The number of meetings attended by each director are as follows:

Name of Director Category Number of Meetings attended
Mr. Bhavesh T. Bhanushali Managing Director 8
Mrs. Premila B. Bhanushali Director 8
Mr. Anand K. Bhanushali Director 6
Mr. Prakash K. Ganatra Director 1
Mrs. Aarti B. Bhanushali Director 1
Mr. Naveen S. Jain Independent Director 6
Mr. Dinanath S. Patil Independent Director 1

10. DIRECTORS AND KEY MANAGERIAL PERSONAL:

Pursuant to the provisions of Section 149 and 152 of Companies Act 2013 and in termsof the Articles of Association of the Company Mrs. Premila B. Bhanushali Director of theCompany is liable to retire by rotation at the ensuring Annual General Meeting and beingeligible offer themselves for re-appointment.

In compliance with Regulation 36(3) of the SEBI (LODR) Regulations 2015 brief resumeexpertise and other details of Director proposed to be re-appointed are attached alongwithNotice of the ensuring Annual General Meeting.

During the year Mr. Mukesh k. Bhanushali is appointed as a Chief Executive Officer ofthe Company with effect from 15th of January 2018.

Mr. Vimal Prakash Dubey Independent Director and Mr. Anand K. Bhnushali ExecutiveDirector of the Company has resigned from their posts of directorship on 10thof October 2017 and 28th of February 2018 respectively due to their personal reasons.

Mrs. Aarti B. Bhanushali has been appointed as an Additional Director of the Company inthe Board Meeting held on 15th January 2018 and regularized as a Director inthe Extra Ordinary General Meeting of the Company held on 14th April 2018.

Mr. Prakash K. Ganatra who was appointed as an Additional Director of the Company inthe Board Meeting held on 1st September 2017 has been regularized as aDirector in the Seventh Annual General Meeting the Company held on 29th September2017.

11. BOARD EVALUATION:

Pursuant to the provisions of the Section 134(3)(P) of the Companies Act 2013 and SEBIListing Obligations and Disclosure Requirements Regulations 2015 the Board of Directorscarried out an annual evaluation of the Board itself its Committees and individualDirectors. The entire Board carried out performance evaluation of each IndependentDirector excluding the Independent Director being evaluated. The Nomination RemunerationCommittee also carried out evaluation of every director's performance.

The evaluation was done after taking into consideration inputs received from theDirectors setting out parameters of evaluation. Evaluation parameters of the Board andCommittees were mainly based on Disclosure of Information Key functions of the Board andCommittees Responsibilities of the Board and Committees etc. Evaluation parameters ofIndividual Directors including the Chairman of the Board and Independent Directors werebased on Knowledge to Perform the Role Time and Level of Participation Performance ofDuties and Level of Oversight and Professional Conduct etc.

Further Company has adopted familiarizing program for the orientation and training ofthe Directors.

Independent Directors in their separate meeting held on January 15 2018 evaluatedthe performance of Non-Independent Directors Chairman of the Board and the Board as awhole.The Independent directors have found the performance of Board satisfactory. TheBoard of Directors expressed their satisfaction with the evaluation process.

12 . DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

a) In preparation of the Annual Accounts the applicable accounting standards have beenfollowed and that there are no 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 or 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 Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

13. DISCLOSURE BY DIRECTORS:

The Company has received declaration from all Independent Directors of the Company tothe effect that they meet the criteria of independence as stipulated under section 149(7)of the Act and applicable regulations of LODR.

The Directors on the Board have also submitted notice of interest under Section 184(1)intimation under Section 164(2) of the Companies Act 2013 and declaration as tocompliance with the Code of Conduct of the Company.

14. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls

15. COMMITTEES OF BOARD:

A. AUDIT COMMITTEE:

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies (Meeting of the Board and its Powers) Rules 2014 is applicable to the Company.

As per Regulation 18 of SEBI (LODR) Regulations 2015 the Audit Committee comprises ofMr. Naveen Shankar Jain who serves as a Chairman of the Committee & Mr. Dinanath S.Patil and Mr. Bhavesh Tulsidas Bhanushali as the members. All recommendations made by theAudit Committee were accepted by the Board. .

The table below highlights the composition of the Committee.

Name of Director Position Category
Mr. Naveen Shankar Jain Chairman Non-Executive Independent
Mr. Dinanath S. Patil Member Non-Executive Independent
Mr. Bhavesh Tulsidas Bhanushali Member Executive

B. NOMINATION & REMUNERATION COMMITTEE:

Nomination and Remuneration Committee is in existence in accordance with the provisionsof subsection (3) of Section 178 and Regulation 19 of SEBI (LODR). The Nomination andRemuneration Committee comprises of Mr. Naveen Shankar Jain who serves as a Chairman ofthe Committee & Mr. Dinanath S. Patil and Mr. Bhavesh Tulsidas Bhanushali as members.

The table below highlights the composition of the Committee.

Name of Director Position Category
Mr. Naveen Shankar Jain Chairman Non-Executive Independent
Mr. Dinanath S. Patil Member Non-Executive Independent
Mr. Bhavesh Tulsidas Bhanushali Member Executive

16. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act 2013 the Company has adopted followingpolicies which are available on its website www.womensnext.in

• Vigil Mechanism Policy

• Familiarization Programme for Independent Directors

• Nomination and Remuneration Policy

• Code of Conduct

Policy for selection and appointment of Directors and their remuneration is shown asAnnexure I

17. RISK MANAGEMENT:

Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the company to control risk through a properlydefined plan. The risks are classified as financial risks operational risks and marketrisks. The risks are taken into account while preparing the annual business plan for theyear. The Board is also periodically informed of the business risks and the actions takento manage them. The Company has formulated a policy for Risk management with the followingobjectives:

• Provide an overview of the principles of risk management;

• Explain approach adopted by the Company for risk management;

• Define the organizational structure for effective risk management;

• Develop a "risk" culture that encourages all employees to identifyrisks and associated opportunities and to respond to them with effective actions;

• Identify access and manage existing and new risks in a planned and coordinatedmanner with minimum disruption and cost to protect and preserve Company's human physicaland financial assets.

18. POLICY ON SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every women employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013." The Company has in place a formal policy forprevention of sexual harassment of its women employees.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18:

• No. of complaints received: Nil
• No. of complaints disposed off: Nil

19. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing the details required therein forms part of this report.

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employee as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in "Annexure II" forming part of thisreport. Further the report and account are being sent to the members excludingaforementioned annexure. In terms of Section 136 of the Act the said annexure is open forinspection at the Registered Office of the Company. Any shareholder interested inobtaining a copy of the same may write to the Company Secretary

20. AUDITORS:

A. STATUTORY AUDITOR:

M/s GSV & Co. Chartered Accountants (FRN: 123334W) Statutory Auditor of the Companyhad resigned from his post of Auditor on 10th of January 2018 as they express theirinconvenience to the Company regarding visiting the registered office of the company forthe Audit Purpose from one state to another i.e. from Vapi in the state of Gujrat toMumbai in the state of Maharashtra and also informed the Company about their preoccupancyin other jobs.

Pursuant to the provisions of Section 139(8) of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/S Agarwal Jain & Gupta CharteredAccountant Firm (FRN:013538C)were appointed as Statutory Auditors by the shareholders ofthe Company at the Extra-ordinary General Meeting held on 14th April 2018 to hold theoffice until the conclusion of upcoming Annual General Meeting subject to the appointmentby the Members of the Company. The Company has received a certificate from the saidAuditors that they are eligible to hold office as the Statutory Auditors of the Companyand are not disqualified to be appointed as a Statutory Auditor.

The notes on financial statements referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualifications reservation or adverse remarks.

B. INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act 2013 and Rules made there under the Boardof Directors of the Company has appointed M/s Ankit Kumar Baseer & AssociatesChartered Accountant Mumbai as the Internal Auditor in place of M/s Anup Pandya &Associates (M'ship No.: 1701002) Chartered Accountants.

During the year the Company continued to implement their suggestion andrecommendations to improve the environment. Their scope of work includes review ofoperational efficiency effectiveness of systems and processes and assessing the InternalControl strengths in all areas. To maintain its objective and independence the InternalAudit function reports to the Chairman of the Audit Committee.

21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

22. LISTING WITH STOCK EXCHANGE:

The Company confirmed it has paid Annual Listing Fee due to the Bombay Stock Exchangefor the financial year 2018-19.

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 and Schedule VII of the Companies Act 2013 in respect toCSR is not applicable on your Company.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered during the financial year under reviewwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Accordingly form AOC-2 does not formpart of the Report.

The policy on materiality of related party transactions and dealing with related partytransactions approved by the Board may be accessed on the Company's website at thewomensnext.in

25. PARTICULRS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any Loans Guarantees or Investment in Securities underSection 186 of the Companies Act 2013 and has complied with the provisions of the Act andother relevant provisions as may be applicable.

26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES:

As on 31st March 2018 Company does not have any Subsidiary Joint Ventureor Associate Company.

27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:

The information as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is asfollows:

CONSERVATION OF ENERGY:

Though the consumption of energy is negligible as compared to the total turnover of theCompany your Company has taken effective steps at every stage to reduce the energyconsumption. Regular supervision and controls are being maintained for the conservation ofenergy.

TECHNOLOGY ABSORPTION:

As regard technology the company is in continuous touch with the developments takingplace in the international field. The company has achieved efficient plant operation andinternational product quality.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign Exchange (Rs. In Lakhs)
Outgo (Including Operating Expenses Interest etc) Nil
Earning (Charter Hire Earning) 2268013

The relevant information pertaining to conservation of energy technology absorptionforeign exchange earnings and outgo is given in Annexure –III and forms partof this report

28. ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as required under the provisions of Sections92(3) and 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 is set out in Annexure ‘IV' to this Report.

29. SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act 2013 the Report in respect of theSecretarial Audit carried by M/s Amarendra Mohapatra & Associates Company Secretariesin the Form MR-3 for the financial year 2017-18 enclosed as Annexure "V"to this report. The report is self-explanatory and do not call for any further comments.

30. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance Requirements set out by the SEBI. As per the Regulation15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theprovisions relating to Corporate Governance is not applicable to those listed entityhaving paid up equity capital not exceeding rupee ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous financial year.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is disclosed separately in the current Annual Report.

32. DISCLOSURE UNDER REGULATION 32(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015:

We the Women's Next Loungeries issued and allotted 2005000 (Twenty Lakhs FiveThousand) Equity shares of Rs. 60/-each including premium of Rs. 50/- each) and 3550000(Thirty Five Lakhs Fifty Thousand) Convertible Equity Warrants to Promoters and NonPromoters through preferential issue in its 7th Annual General Meeting held onSeptember 29 2017 after receiving all the requisite consents and approvals from BombayStock Exchange and other authorities.

As required under regulation 32(1) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 we hereby state thatthere has been no deviation or variation in utilization of issue proceeds and the entirefund raised from the above issue has been utilized for the purpose for which they wereraises.

33. GENERAL:

i. During the financial year 2017-18 the Company has not issued equity shares withdifferential rights as to dividend voting or otherwise. Hence disclosure under Rule 4(3)of the Companies (Share Capital and Debentures) Rules 2014 is not applicable;

ii. During the financial year 2017-18 the Company has not issued sweat equity sharesto its employees. Hence disclosure under Rule 8(13) of the Companies (Share Capital andDebentures) Rules 2014 is not applicable;

iii. During the financial year 2017-18 there have been no material changes andcommitments affecting the financial position of the Company between the end of thefinancial year and the date of this Report. Hence disclosure under the provisions ofSection 134(3)(l) of the Companies Act 2013 is not applicable;

iv. During the financial year 2017-18 there has been no change in the nature ofbusiness of the Company. Hence disclosure under Rule 8(5)(ii) of the Companies (Accounts)Rules 2014 is not applicable;

v. The Company does not have any subsidiary joint venture and associate company; and

vi. The Company has no shares lying in demat suspense account or unclaimed suspenseaccount.

vii. Managing Director of the Company does not receive any remuneration or commissionfrom any other Company.

viii. During the year under review no frauds reported by the auditors under theprovisions of the Companies Act 2013.

34. ACKNOWLEDGEMENT:

The Directors would like to thank all the Stakeholders including FinancialInstitutions Banks Government Authorities Power utilities Regulators CustomersVendors and Members for their continuous support and co-operation at all levels.

Your Directors also wish to place on record their deep sense of appreciation for theexcellent services of the employees at all levels and all other associated with theCompany towards operation and growth of the Company.

For and on behalf of the Board
For WOMEN'S NEXT LOUNGERIES LIMITED
(Mr. Bhavesh Tulsidas Bhanushali)
Managing Director
DIN: 03324077
Date : 01/09/2018
Place: Thane

Annexure I to the Director's Report

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and ListingAgreement as amended from time to time. This policy on nomination and remuneration ofDirectors Key Managerial Personnel and Senior Management has been formulated by theNomination and Remuneration Committee (NRC or the Committee) and has been approved by theBoard of Directors.

Definitions:

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means: i) Managing Director or ChiefExecutive Officer or Manager and in their absence a Whole-time Director; ii) ChiefFinancial Officer; iii) Company Secretary; and iv) such other officer as may beprescribed.

"Senior Managerial Personnel" means the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally thiswould comprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.

Objective:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

• Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

• remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC will be the following:

• To formulate criteria for determining qualifications positive attributes andindependence of a Director.

• To formulate criteria for evaluation of Independent Directors and the Board.

• To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Director's performance.

• To recommend to the Board the appointment and removal of Directors and SeniorManagement.

• To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

• To devise a policy on Board diversity composition size.

• Succession planning for replacing Key Executives and overseeing.

• To carry out any other function as is mandated by the Board from time to timeand / or enforced by any statutory notification amendment or modification as may beapplicable.

• To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIALPERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment.

The Committee has authority to decide whether qualification expertise and experiencepossessed by a person is sufficient / satisfactory for the position. c) The Company shallnot appoint or continue the employment of any person as Whole-time Director who hasattained the age of seventy years. Provided that the term of the person holding thisposition may be extended beyond the age of seventy years with the approval of shareholdersby passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint anyperson as its Executive Chairman Managing Director or Executive Director for a term notexceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive any in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

d) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

• The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

• The Committee may Delegate any of its powers to one or more of its members.

Annexure II to the Director's Report

Particular of Employee as required under Section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

Sr. No. Name Designation Percentage Increase in remuneration of Director CEO CFO and CS Ratio to median employees remuneration
1 Mr. Bhavesh T. Bhanushali Managing Director Nil 5.4:1
2 Mrs. Premila B. Bhanushli Director Nil 3.2:1
3 Mr. Anand K. Bhanushali Director Nil 2.3:1
4 Mr. Prakash K Ganatra Director 0 0
5 Mrs. Aarti B. Bhanushali Director 0 0
6 Mr. Mukesh K. Bhanushali Chief Executive Officer 0 0
7 Mr. Anil H. Sinha Chief Financial Officer 9.51% 2.9:1
8 Mr. Anup Vishwakarma Company Secretary 10.87% 2.9:1

Directors other than aforesaid Directors do not receive any remuneration other thansitting fees for attending Meeting of Board of Directors and its Committee thereof

Percentage increase in Median Remuneration of Employees in the financial year 29.40
Number of permanent employees on rolls of the Company 26
Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof & point out if there are any exceptional circumstances for increase in Managerial Remuneration The average increase in employee remuneration other than managerial personal was 11% which has been marginally lower than that for managerial personnel.
The increase in managerial remuneration is in line with the measures to attract and retain the best talent.
Affirmation that the remuneration is as per remuneration policy of the Company Yes we confirm

Note: Mr. Anand K. Bhanushali resigned from the post of directorship on28/02/2018.

Sr. No. Name Designation Remuneration Nature of Employment Qualification Experience Commencement of Employment Age Last Employment held % of Equity shares held Relative of Director if any
1 Anup Vishwakarma Company Secretay 332607 Whole time Employment Company Secretary 2 years 2016 26 VKM & Associates Practising Company Secretary 0 No
2 Anil Sinha Chief Financial Officer 328523 Whole time Employment M.Com 7 years 2013 36 Bang Overseas Limited 300 No
3 Mahendra Thukrul Producation Manager 300000 Whole time Employment B.Com 4 years 2013 39 NA 0 No
4 Prahlad Bhoir Production Supervisor 245000 Whole time Employment B.Com 4 years 2017 39 Nil 0 No
5 Gautam Survansi Dispatch Head 240000 Whole time Employment B.Com 6 years 2017 34 NA 0 No
6 Devaram Salesman 235000 Whole time Employment B.Com 2 years 2017 34 NA 0 No
7 Jeetu Pandey Salesman 200000 Whole time Employment B.Com 2 years 2017 39 NA 0 No
8 Prakash Salesman 200000 Whole time Employment B.Com 2 years 2017 53 NA 0 No
9 Narendra Sharma Designer 200000 Whole time Employment B.Com 4 years 2015 25 NA 0 No
10 Vivek Chawla Salesman 180000 Whole time Employment B.Com 1 year 2017 26 NA 0 No

Annexure III to the Director's Report CONVERSATION OF ENERGY / ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:-

(i) As power and energy expenditure are not main cost constituent of company's overallproduct costing. So at present company is not required to take any conservation measures.

(ii) Power and fuel consumption

[ in Rs.]
2017-2018 2016-2017
Electricity
Purchase Unit in KW 55244 30074
Total Amount 563319 409235
Average Rate Rs per unit 10.19 13.60
Light Diesel Oil / Diesel Oil / Furnace Oil
Quantity (in LTRS) 1182 -
Total Amount 83000 -
Average rate Rs per unit 70.21 -
Gas - -
Quantity (in scm.)
Total Amount - -
Average rate Rs per unit - -

As regard technology the company is in continuous touch with the developments takingplace in the international field. The company has achieved efficient plant operation andinternational product quality.

C. Foreign Exchange earnings and out go

2017-2018 2016-2017
Foreign Exchange Earning 2268013 NIL
Foreign Exchange out go NIL NIL

 

For and on behalf of the Board
sd/-
Bhavesh T. Bhanushali
Place : Thane Chairman & Managing Director
Date : 1st September 2018 DIN : 03324077