womens next loungeries ltd Directors report

To,

The Members,

WOMENS NEXT LOUNGERIES LIMITED

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

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year under review along with previous years 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 91.23 lakhs from 90.41 lakhs in the previous year to 181.64 Lakhs in the current year. GST was implemented w.e.f. 1^st July, 2017. There was cautionary buying approach for last 15 days of June 17 and first 15 days of July 17 due to GST. Unorganised segment resorted 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 lingeries, intimate wear and select exclusive wear. There was no change in the nature of the business of the Company during the year under review.

4. DIVIDEND:

Your Directors are having a view of conserving the resources of Company and for that reason 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 during the financial year 2017-18.

6. DEPOSITS:

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

7. LOAN FROM DIRECTORS OR DIRECTORS RELATIVES

During the financial year under review, the Company has time to time borrowed funds from 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. 40,00,00,00/- (having Equity shares of Rs. 40,00,000 divided into Rs. 10/- each) to Rs. 120,00,00,00/- (having equity shares of 12,00,00,00 divided into Rs. 10/- each).

Further, the Paid up Capital of the Company increases from Rs. 25,00,00,00/- (having Equity shares of 25,00,000 divided into Rs. 10/- each) to 45,05,00,00/- (having Equity shares of 45,05,000 divided into Rs. 10/- each)

Further, Company has issued 35,50,000 Convertible Warrants to Promoters and Non-Promoters.

9. BOARD MEETINGS:

The Board of Directors met for eight times during the financial year and the intervening gap between the meetings was within the period prescribed under the Companies Act, 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 agenda papers backed up by comprehensive notes and detailed background information are circulated well 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 terms of the Articles of Association of the Company Mrs. Premila B. Bhanushali, Director of the Company is liable to retire by rotation at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

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

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

Mr. Vimal Prakash Dubey, Independent Director and Mr. Anand K. Bhnushali, Executive Director of the Company has resigned from their posts of directorship on 10^th of 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 in the Board Meeting held on 15^th January, 2018 and regularized as a Director in the Extra Ordinary General Meeting of the Company held on 14^th April, 2018.

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

11. BOARD EVALUATION:

Pursuant to the provisions of the Section 134(3)(P) of the Companies Act, 2013 and SEBI Listing Obligations and Disclosure Requirements, Regulations 2015, the Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every directors performance.

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

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

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

12 . DIRECTORS RESPONSIBILITY STATEMENT

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

a) In preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures.

b) The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively

f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 to the 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 to compliance 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 and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency 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 the Companies (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 of Mr. 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 the Audit 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 provisions of subsection (3) of Section 178 and Regulation 19 of SEBI (LODR). The Nomination and Remuneration Committee comprises of Mr. Naveen Shankar Jain who serves as a Chairman of the 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 following policies 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 as Annexure I

17. RISK MANAGEMENT:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

• 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 identify risks and associated opportunities and to respond to them with effective actions;

• Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

18. POLICY ON SEXUAL HARRASMENT OF WOMEN AT WORKPLACE:

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

The following is a summary of sexual harassment complaints received and disposed off during 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the details required therein forms part of this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employee as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in "Annexure II" forming part of this report. Further, the report and account are being sent to the members excluding aforementioned annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining 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 Company had resigned from his post of Auditor on 10th of January, 2018 as they express their inconvenience to the Company regarding visiting the registered office of the company for the Audit Purpose, from one state to another i.e., from Vapi, in the state of Gujrat to Mumbai, in the state of Maharashtra and also informed the Company about their preoccupancy in other jobs.

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

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservation or adverse remarks.

B. INTERNAL AUDITOR:

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

During the year, the Company continued to implement their suggestion and recommendations to improve the environment. Their scope of work includes review of operational efficiency, effectiveness of systems and processes and assessing the Internal Control strengths in all areas. To maintain its objective and independence, the Internal Audit 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 seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

22. LISTING WITH STOCK EXCHANGE:

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

23. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of section 135 and Schedule VII of the Companies Act, 2013 in respect to CSR 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 review were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, form AOC-2 does not form part of the Report.

The policy on materiality of related party transactions and dealing with related party transactions approved by the Board may be accessed on the Companys website at the womensnext.in

25. PARTICULRS OF LOANS, GUARANTEES OR INVESTMENTS:

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

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:

As on 31^st March, 2018, Company does not have any Subsidiary, Joint Venture or 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 the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as follows:

• CONSERVATION OF ENERGY:

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

• TECHNOLOGY ABSORPTION:

As regard technology, the company is in continuous touch with the developments taking place in the international field. The company has achieved efficient plant operation and international product quality.

• FOREIGN EXCHANGE EARNINGS AND OUTGO:

Total Foreign Exchange	(Rs. In Lakhs)
Outgo (Including Operating Expenses, Interest, etc)	Nil
Earning (Charter Hire Earning)	22,68,013

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure –III and forms part of this report

28. ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 as required under the provisions of Sections 92(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 the Secretarial Audit carried by M/s Amarendra Mohapatra & Associates, Company Secretaries in 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 and adhere to the Corporate Governance Requirements set out by the SEBI. As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the provisions relating to Corporate Governance is not applicable to those listed entity having paid up equity capital not exceeding rupee ten crore and net worth not exceeding rupees 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed separately in the current Annual Report.

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

We the Womens Next Loungeries issued and allotted 20,05,000 (Twenty Lakhs Five Thousand) Equity shares of Rs. 60/-each including premium of Rs. 50/- each) and 35,50,000 (Thirty Five Lakhs Fifty Thousand) Convertible Equity Warrants to Promoters and Non Promoters through preferential issue in its 7^th Annual General Meeting held on September 29, 2017 after receiving all the requisite consents and approvals from Bombay Stock 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 that there has been no deviation or variation in utilization of issue proceeds and the entire fund raised from the above issue has been utilized for the purpose for which they were raises.

33. GENERAL:

i. During the financial year 2017-18, the Company has not issued equity shares with differential 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 shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable;

iii. During the financial year 2017-18, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 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 of business 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 suspense account.

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

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

34. ACKNOWLEDGEMENT:

The Directors would like to thank all the Stakeholders including Financial Institutions, Banks, Government Authorities, Power utilities, Regulators, Customers, Vendors 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 the excellent services of the employees at all levels and all other associated with the Company towards operation and growth of the Company.

For and on behalf of the Board

For WOMENS NEXT LOUNGERIES LIMITED,

(Mr. Bhavesh Tulsidas Bhanushali)

Managing Director

DIN: 03324077

Date : 01/09/2018

Place: Thane

Annexure I to the Directors Report

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

Definitions:

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

"Key Managerial Personnel" means: i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; ii) Chief Financial Officer; iii) Company Secretary; and iv) such other officer as may be prescribed.

"Senior Managerial Personnel" means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

Objective:

The objective of the policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

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

• remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance 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 and independence 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 be appointed in Senior Management in accordance with the criteria laid down in this policy.

• To carry out evaluation of Directors performance.

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

• To recommend to the Board policy relating to remuneration for Directors, Key Managerial 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 time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

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

APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

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

The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position. c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENURE

a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be 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 of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

EVALUATION

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

REMOVAL

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

RETIREMENT

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion 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 the Company.

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-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

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

b) All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee 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 shall not be eligible to participate in any share based payment schemes of the Company.

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

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 qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management:

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

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

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

IMPLEMENTATION

• The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.

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

Annexure II to the Directors Report

Particular of Employee 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

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 than sitting 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 on 28/02/2018.

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	3,326,07	Whole time Employment	Company Secretary	2 years	2016	26	VKM & Associates Practising Company Secretary	0	No
2	Anil Sinha	Chief Financial Officer	3,28,523	Whole time Employment	M.Com	7 years	2013	36	Bang Overseas Limited	300	No
3	Mahendra Thukrul	Producation Manager	3,00,000	Whole time Employment	B.Com	4 years	2013	39	NA	0	No
4	Prahlad Bhoir	Production Supervisor	2,45,000	Whole time Employment	B.Com	4 years	2017	39	Nil	0	No
5	Gautam Survansi	Dispatch Head	2,40,000	Whole time Employment	B.Com	6 years	2017	34	NA	0	No
6	Devaram	Salesman	2,35,000	Whole time Employment	B.Com	2 years	2017	34	NA	0	No
7	Jeetu Pandey	Salesman	2,00,000	Whole time Employment	B.Com	2 years	2017	39	NA	0	No
8	Prakash	Salesman	2,00,000	Whole time Employment	B.Com	2 years	2017	53	NA	0	No
9	Narendra Sharma	Designer	2,00,000	Whole time Employment	B.Com	4 years	2015	25	NA	0	No
10	Vivek Chawla	Salesman	1,80,000	Whole time Employment	B.Com	1 year	2017	26	NA	0	No

Annexure III to the Directors Report CONVERSATION OF ENERGY / ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY:-

(i) As power and energy expenditure are not main cost constituent of companys overall product 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	30,074
Total Amount	5,63,319	4,09,235
Average Rate Rs per unit	10.19	13.60
Light Diesel Oil / Diesel Oil / Furnace Oil
Quantity (in LTRS)	1,182	-
Total Amount	83,000	-
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 taking place in the international field. The company has achieved efficient plant operation and international product quality.

C. Foreign Exchange earnings and out go

	2017-2018	2016-2017
Foreign Exchange Earning	22,68,013	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