Womens Next Loungeries Ltd Directors Report.

DIRECTORS REPORT

To,

The Members,

WOMENS NEXT LOUNGERIES LIMITED

Your Directors have pleasure in presenting before you the Seventh 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, 2017.

1. FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year under review along with previous years gure is given hereunder:

PARTICULARS STANDALONE
2016-2017 2015-16
Total Revenue 5177.43 3281.42
Total Expenses 5032.90 3194.30
Pro t before Taxation 144.53 87.11
Less: Tax Expenses 54.11 33.94
Pro t after taxation and before prior period adjustments 90.41 53.16
Prior period expenses --
Net Pro t After Tax 90.41 53.16

2. RESULT OF OPERATIONS:

Fi financial Year 2016-17 was a signi cant year for the company. The Companys performance shows a remarkable progress and recorded turnover of Rs. 5177.43 Lakhs as compared to Rs. 3281.42 lakhs in the previous year which showed a growth of more than 57.78%.

During the year under review, the Company has earned a much higher pro t as compared to previous year. The Net pro t after tax reported to Rs. 90.41 lakhs as compared to Rs. 53.16 lakhs reported in the previous year with the net pro t margin of 1.75% after tax

Company reported a very well growth in this financial year. The management is optimistic of the performance and expects a consistent growth in the future.

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:

With a view to strengthen the financial position and augmenting the working capital of the Company, directors did not recommend any dividend for the financial year 2016-17.

5. RESERVES:

It is not proposed to transfer any amount to reserves out of the pro ts earned during the financial year 2016-17

6. DEPOSITS:

During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

7. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2017 stood at Rs. 2.5 Crore, comprising of 25 lakhs Equity Shares of Rs. 10/- each.

As on 31st March, 2017 the Companys Equity Shares are continuous listed on Bombay Stock Exchange Limited, SME

Segment. The Company con rms that it has paid the Annual Listing Fees for the financial year 2017-18 to the BSE where the Companys shares are listed

8. BOARD EVALUATION:

Pursuant to the provisions of the Section 134(3)(P) of the Companies Act, 2013 and Listing Regulations, 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 programfor the orientation and training of the Directors.

Independent Directors in their separate meeting, held on January 14, 2017,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.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company con rms 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 pro t or loss of the company for that period.

c) The Directors had taken proper and suf cient 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.

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Board of Directors met Seven times during the financial year with gap not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.

Board Meeting and Committee Meeting dates are nalized 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 the respective meetings.

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

Name of Director Category No. of Meetings held No. of Meetings attended
Mr. Bhavesh Tulsidas Bhanushali Managing Director 7 7
Mrs. Premila Bhanushali Additional Director 6 6
Mr. Anand Bhanushali Executive Director 7 7
Mr. Naveen Shankar Jain Independent Director 7 7
Mr. Vimal Prakash Dubey Independent Director 7 7

11. DIRECTORS AND KEY MANAGERIAL PERSONOAL:

Pursuant to the provisions of Section 149 and 152 of Companies Act, 2013 and in terms of the Articles of Association of the Company Mr. Anand Bhanushali, Executive 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 ofthe ensuring Annual General Meeting.

During the year Mr. Divyarajsinh Zala, appointed as a Company Secretary and Compliance Of cer of the Company with effect from9th of April, 2016. Subsequently, he resigned from the post of Company Secretary with effect from24th of September, 2016. Further, Mr. Anup Vishwakarma has been appointed as a Company Secretary and Compliance Of cer of the Company with effect from 24th of September, 2016 Mrs. Premila Bhnushali, Executive Director of the Company resigned from her post of directorship on 13th of December, 2016. However, Bank of Baroda, our main lender has raised concerned that Mrs. Premila Bhanushali has extended personal guarantee to secure bank for the facilities sanctioned to Company. Therefore, the company has requested Mrs. Premila Bhanushali to join the board as a Executive Director. Mrs. Premila Bhanushali has given her consent to become Director of the Company and she has been appointed as an Additional Director of the Company with effect from 14th January, 2017.

Mr. Dinanath Sakharam Patil and Mr. Prakash K. Ganatra has been appointed as additional Director of the Company in the Board Meeting held on 30th May, 2017 and 1st September, 2017 respectively.

The Company has regularized Mrs. Premila Bhnushalias an Executive Director of the Company and Mr. Dinanath Sakharam Patil as an Independent Director of the Company in the duly convened Extra Ordinary General Meeting of the Company on 24th of July, 2017

12. DISCLOSURE BY DIRECTORS:

The Directors on the Board have 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. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

13. 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, 2014is 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. Vimal Prakash Dubey 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 and attendance of the Member of the Committee.

Name of Director Position Category No. Of Meetings Held No. Of Meetings Attended
Mr. Naveen Shankar Jain Chairman Non Executive Independent 4 4
Mr. Vimal Prakash Dubey Member Non Executive Independent 4 4
Mr. Bhavesh Tulsidas Bhanushali Member Executive 4 4

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. Vimal Prakash Dubey and Mr. Bhavesh Tulsidas Bhanushali as members.

The table below highlights the composition and attendance of the Member of the Committee.

Name of Director Position Category No. Of Meetings Held No. Of Meetings Attended
Mr. Naveen Shankar Jain Chairman Non Executive Independent 4 4
Mr. Vimal Prakash Dubey Member Non Executive Independent 4 4
Mr. Bhavesh Tulsidas Bhanushali Member Executive 4 4

C. STAKEHOLDER RESLATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee comprises of Mr. Naveen Shnakar Jain who serves as a Chairman of the Committee & Mr. Vimal Prakash Dubey and Mr. Bhavesh Tulsidas Bhanushali as members.

The table below highlights the composition and attendance of the Member of the Committee.

Name of Director Position No. of Meetings held No. of Meetings Attended
Mr. Naveen Shnakar Jain Chairman 4 4
Mr. Vimal Prakash Dubey Member 4 4
Mr. Bhavesh Tulsidas Bhanushali Member 3 3

14. 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

15. 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 de ned plan. The risks are classi ed 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;

• De ne 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.

16. 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 2016-17:

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

17. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Of ce of the Company during business hours on working days of the Company up to the date of ensuring Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

18. INTERNAL AUDIT & FINANCIAL CONTROLS:

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 Anup Pandya, Chartered Accountant, Mumbai as the Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of operational ef ciency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Internal Auditors ndings are discussed with the processes owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve ef ciency in operations. The main thust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively review the adequacy and effectiveness of the Internal Control Systems and suggests improvement to strengthen the same. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

19. 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.

20. 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 signi cant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential con ict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in section 188(1) along with the justi cation for entering into such contract or arrangement in form AOC-2 does not form part of the Report.

21. 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.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:

As on 31st March, 2017, Company does not have any Subsidiary, Joint Venture or Associate Company.

23. STATUTORY AUDITORS:

M/s Santosh Gupta & Co. Chartered Accountants (FRN: 009713N) Statutory Auditor of the Company had resigned from his post of Auditor on 18thof March, 2017 due to his pre-occupation with other professional work.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014, M/S GSV & Co. Chartered Accountant Firm (FRN:123334W),were appointed as Statutory Auditors by the shareholders of the Company ]at the Extra-ordinary General Meeting held on 24thJuly, 2017.

The Company has received a certi cate from the said Auditors that they are eligible to hold of ce as the Statutory Auditors of the Company and are not disquali ed to be appointed as a Statutory Auditor from the Fi financial year 2017-18 to 2021-2022.

24. 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 eld. The company has achieved ef cient 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) NIL

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

25. 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 III to this Report.

26. SECRETARIAL AUDIT:

In terms of Section 204 of the Companies Act, 2013, the Report in respect of the Secretarial Audit carried by M/S Jaiprakash R

Singh & Associates, Company Secretary in The Form MR-3 for the financial year 2016-17 enclosed as Annexure "IV" to this report. The report is self explanatory and do not call for any further comments.

27. 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 no exceeding rupee ten crore and net worth not exceeding rupees twenty ve crore, as on the last day of the previous financial year.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations 2015, the Managements discussion and analysis is set out in this Annual Report.

29. GENERAL:

i. During the financial year 2016-17, 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 2016-17, 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 2016-17, no signi cant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable;

iv. During the financial year 2016-17, 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;

v. During the financial year 2016-17, 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;

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

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

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

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

30. ACKNOWLEDGEMENT:

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

For WOMENS NEXT LOUNGERIES LIMITED,
Sd/-
(Mr. Bhavesh Tulsidas Bhanushali)
Chairman and Managing Director
DIN: 03324077
Date : 23/08/2017
Place: Thane