The Members,

Your Directors are pleased to present the fifth Annual Report of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended, 31st March, 2015. The summarized financial results for the year ended 31st March, 2015 are as under:

Financial Results- STANDALONE

(Rs. In Lakhs]

Particulars For the financial For the financial
year ended 31 st year ended 31 st
March, 2015 March, 2014
Amount in Rs. Amount in Rs.
Total Income 5108.88 3808.24
Total Expenditure 4964.31 3698.53
Profit before Depreciation 144.57 109.71
Less: Provision for Depreciation 20.03 4.53
Less: Provision for Taxation (including previous years) 48.81 39.36
Profit after Tax 75.73 65.82
Less: Appropriations:
Amount transferred to Reserves - -
Transferred to General Reserve - -
Amount available after Appropriation 75.73 65.82
Add: Balance in Profit & Loss as per last year - -
Balance carried forward to the Balance 75.73 65.82

The Financial statement of the Company have been prepared in accordance with the

Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under section 133 of the Companies Act, 2013 in terms of Rule 7 of the Companies (Accounts) Rules, 2015 and the relevant provisions of the Companies Act, 2013 as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI).

State of Affairs of the Company

FY 2014- 2015 was a significant year in your Companys lifecycle. The Companys performance showed a remarkable progress and recorded Turnover of Rs.51.08 Crores as compared to Rs.38.07 Crores in the previous year. The management is optimistic of the performance and expects a consistent growth in the future.

Further there is no change in the nature of business of the Company for the year under review,

Change in the nature of Business, if any

There was no change in the nature of business of the Company during the year.


An Interim dividend @ Rs.0.2 per equity share aggregating to Rs. 5,00,000 for FY 2014-15 on the equity paid up of the company as recommended by the Board be and is hereby declared."

Subsidiaries. Joint Venture AndAssociate Companies

As on 31st March, 2015, the company is not having any Subsidiaries, Joint Ventures or Associates Companies.


In accordance with the Provisions of the act and the articles of association of the


Name DIN No. Designation Date of Appointment Date of Resignation/ withdrawal of Nomination
1 Bhavesh Tulsidas Bhanushali 03324077 Managing director 22/12/2010 -
2 Premila Bhavesh Bhanushali 05238716 Director 09/01/2012 , -
3 Anil Kumar Hiralal Sinha BJRPS2091E CFO 02/09/2014 -
4 Alka Gupta ALNTG6252E Company Secretary 01/07/20 14 01/07/2015
5 Anand Khimji Bhai Bhanushali 06733252 Director 20/11/2013 -
6 Mahipal Pravinbhai Budheliya 06965561 Director 02/09/2014 -
7 Ashish Buddhisagar Varma 07091355 Director 12/02/2015 -

Transfer to Reserves

The Company has transferred an amount of Rs 70, 53,157 to Reserve & Surplus during the Financial Year ended March, 2015.

Share Capital-

During the year 2014-2015, the Company has come out with IPO on SME (Small and Medium Enterprise) Platform with BSE(Bombay Stock Exchange) and issued and allotted 10, 00,000 equity shares on the basis of allotment as approved by the BSE.

The present issued, subscribed and paid-up equity share capital of the Company as on March 31, 2015stood at Rs.2.5 Crores comprising of 25,00,000 equity shares of Rs. 10 each.


Detailed information on the operation of the Different business lines of the company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report

Credit Rating

Womens Next Loungeries Limited" has applied for Credit Rating to ICRA Limited.

Directors Responsibility Statement

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

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. 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.

3. 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.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. 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

6. 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.

Corporate Governance

The company being a SME listed and having paid up capital less than Rs.10 Crores and Net worth below Rs.25 Crores, the Corporate Governance is not mandatory as per circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014for the time being. However, Management Discussion and Analysis forms part of the Annual Report

Declaration By Independent Director

The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Companies Act 2013that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

Conservation of Energy. Technology Absorption and Foreign Exchange

Earnings 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 supervisionand 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. n I Lacs)
Outgo (Including Operating Expenses, NIL
Interest, etc)
Earning (Charter Hire Earning) NIL

Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and Chairman of the Audit Committee shall have a direct access of the complaints and grievances under the mechanism.

Loans. Guarantees or Investments in Securities

Your Directors report that 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 Actand other relevant provisions as may be applicable.

Contracts or arrangements with the Related Parties

There were no materially significant related parties transactions entered into by the Company with the Directors, Key Managerial Personnel or any other persons which may have a potential conflict with the interest of the Company. Aoc-2 forms an annexure to the Report

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination and Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.


A) Statutory Auditors:

M/s. SANTOSH GUPTA & CO, Chartered Accountants, Statutory Auditors having its office at 417, Atlanta Estate, Near to Oberoi Mall Junction, Vitt Bhatti, GM Link Road, Goregaon East, Mumbai-400063 will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received the consent from the Auditors and confirmation to that effect that they are not disqualified to be appointed as Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made there under. Accordingly, the Board of Directors has recommended the reappointment of M/s.SANTOSH GUPTA & CO, Chartered Accountants to hold office from the ensuing AGMtill the conclusion of the next AGMon and remuneration to be mutually decided by the Board and the Auditor.

The Auditors Report for the financial year ended March 31, 2015does not contain any qualification. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditors:

Pursuant to section 204 of the Companies Act, 2013, your Company had appointed M/s. Jaiprakash R Singh & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY2014-15. Annexure

Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure

Meetings of the Board

Your Directors report that the regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met Eight times during the year 2014-2015.

Managements Discussion And Analysis Report

Management Discussion and Analysis Report for the year ended under review, as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange in India, is presented in a separate section forming Part of the Annual Report

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto.

Statutory Disclosure

The summary of the key financial of the company is included in this Annual report A copy of audited financial statements for the company will be made available to the members of company seeking such information at any point of time. The Audited financial statements for the company will be kept for inspection by any member of the company at its registered office during business hours.

Fixed Deposits

The Company has not accepted fixed deposits from public within the purview of Section 74 of the CompaniesAct, 2013 during the year under review.

Committees of the Board

The Board has Committees as a part of best corporate practices and has complied with the requirements of the relevant provisions of applicable laws and statues. Accordingly, the Board has formed the following Committees of the Board:

S Audit Committee and Vigil Mechanism S Complaint Committee S Nomination and Remuneration Committee S Investor Grievance Committee

Auditors Report-

The Auditors Report for the financial year ended March 31, 2015 does not contain any qualification. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory.

Woman Director

I n terms of the provisions of Section 149 of the Companies Act, 2013,a Company shall have at least one Woman Director on the Board of the Company. Your Company has Mrs. Premila Bhavesh Bhanushali as Executive Director on the Board of the Company since January 2012.

Managing Director and CFO

Mr. Bhavesh Tulsidas Bhanushali has been serving as the Managing Director of the Company since December, 2010 with the approval of the shareholders from time to time.

Risk Management Policy

The Company is in the process of adopting a suitable Risk Management Policy wherein all the potential and material risks faced by the Company will be identified and assessed and the policies and procedures of the Company will be put in place by proper monitoring, mitigating and reporting of risk on a periodic basis.

Material changes and Commitment affecting the Financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 2015 and the date of Directors Report


Your Directors place on record their gratitude for the continuing support of Shareholders, Investors, Banks, various Government authorities& departments, and Business allies &associates for their continuous support and co-operation at all levels.

Your Directors would also appreciate and value the contributions made by all our employees and their families towards operation and growth of the Company.

For and on behalf of the Board of the


Mr. Bhavesh T. Bhanushali
Chairman and Managing Director
DIN: 03324077
Date: 28/05/2015
Place: Mumbai

Annexures to the Directors Report

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties &referred to in sub-section (1) to section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contacts or arrangements or transactions not at arms length basis _NIL

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contacts or arrangement or transactions at arms length basis _ NIL

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date of approval by the Board

(g) Amount paid as advances, if any:

Mr. Bhavesh T. Bhanushali
Chairman and Managing Director