Womens Next Loungeries Ltd Directors Report.
Your Directors have pleasure in presenting 6TH (Sixth) Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2016.
1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :
|Financial Results||[Rs. in Lacs]|
|Particulars||Year Ended 31-03-2016||Year Ended 31-03-2015|
|Profit before Depreciation and Tax||149.23||193.38|
|Profit (Loss) before Tax||87.11||124.54|
|Less : Tax Expenses||33.95||48.82|
|Net Profit (Loss) for the year||53.16||75.73|
2. COMPANY AFFAIRS AND ITS PERFORMANCE :
During the year under review, the Company has earned lower profit compared to the previous year due to recession, acute competition and economic slowdown. The situation of heavy pressure on margin continued in the year. Total Revenue stood at Rs.3281.42 Lacs from Rs. 5108.88 Lacs i.e. reduction of 35.77% in the total revenue of the Company as compared to previous year and due to fall in total revenue the Net Profit for the year under review decreased from Rs. 75.73 Lacs to Rs. 53.16 Lacs resulting in decrease of about 29.80% of Net Profit of the Company. But overall Performance of the Company was satisfactory as compared to the peers of the Company.
Further, the Company continues with its efforts to maintain growth even during the economic downturn and face new challenges.
3. DIVIDEND :
In view of requirement of financial resources and considering the future requirements of funds, your directors are unable to recommend any dividend for the year ended 31st March, 2016.
4. SHARE CAPITAL :
At present, the Company has only one class of shares equity shares with face value of Rs. 10.00 each. The paid up share capital of the company is Rs. 2.50 Crores divided into 25,00,000 equity shares of Rs. 10.00 each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There is no change in the capital.
5. RESERVES :
The Board has transferred Rs. 53, 16, 223 from Revaluation Reserve to General Reserve Account for the Financial Year ended on 31st March, 2016 as per requirement of Schedule II to Companies Act, 2013.
6. DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the year.
8. UNCLAIMED DIVIDEND :
There is no balance lying in unpaid equity dividend account as company has not declared any dividend.
9. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :
In accordance with the provisions of Section 134 the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in ANNEXURE - I and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS :
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
As on 31st March, 2016, the company is not having any Subsidiaries, Joint Ventures or Associates Companies.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY :
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.
14. MEETING OF BOARD OF DIRECTORS :
During the year under the review, 6 (six) Board Meetings were held, with gap not exceeding the period prescribed under Companies Act, 2013 and Rules made there under. Details of Board and Board Committee Meetings held during the year are given in the Corporate Governance Report.
Board meeting dates are finalized in consultation with all Directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
15. EXTRACTS OF ANNUAL RETURN :
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
16. INSURANCE :
All the Properties of the Company are adequately insured.
17. LISTING AND DEMATERIALISATION:
The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange Ltd(BSE). The shareholder can avail the facility provided by NSDL and CDSL to demat their shares. Shareholders are requested to convert their holding to dematerialized form to derive the benefits of holding the shares in electronic form. (Currently all the shares are in demat form)
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has generally taken corporate social responsibility initiatives. However, the present financial position of the company does not mandate the implementation of corporate social responsibility activities pursuant to provisions of Section 135 and Schedule VII of the Companies Act, 2013. The company will constitute CSR committee, develop CSR policy and implement the CSR policy and implement the CSR initiatives whenever it is applicable to the company.
19. RELATED PARTY TRANSACTIONS :
There was no materially significant related party transactions entered between the Company, Directors, management, or their relatives except for those disclosed in the financial statements.
Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form a part of this report.
The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the Listing Agreement.
The company has formulated a policy on "Materiality of Related Party transactions and on dealing with Related Party Transactions and the same is on the companys website at http://womensnext.in/wp-content/uploads/2016/08/Related_party_policy.pdf
The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.
20. DIRECTORATE AND KEY MANAGERIAL PERSONNEL :
The Board of Directors of appropriate mix of executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhavesh Bhanushali (DIN: 03324077) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
The Company had, pursuant to the provisions of Regulation 17 read with Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 entered into with Stock Exchanges, appointed Mr. Naveen Shankar Jain (DIN: 07338495), Mr. Vimal prakash Dubey (DIN: 03316267), as an Independent Directors of the Company w.e.f. 14th November,2015 and to take note of resignation of Independent Directors of the Company: Mr. Ratan thakur (DIN: 07090064) w.e.f. 28th April,2015,Mr. Ashish Varma(DIN: 07091355) w.e.f. 23rd December,2015 and Mr. Mahipal Budheliya(DIN: 06965561) w.e.f. 7th October,2015.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
There is change in the constitution of Board of Directors during the year Mrs. Premila Bhanushali had resigned on 28th December, 2015 as executive director and was appointed on 2nd February, 2016 as Additional Director / Women Director on Board.
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Bhavesh Tulsidas Bhanushali as Managing Director, Mr. Anil H Sinha as Chief Financial Officer, Mr. Puneet mangal as Company Secretary (up to 2nd February, 2016) and Mr. Divyarajsinh M. Zala as Company Secretary (w.e.f. 2nd April, 2016) are Key Managerial Personnel of the Company.
Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance between fixed and incentive pay reflecting short and long-term performance objectives of the employees in line with the working of the Company and its goals.
21. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS :
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under review. More details on the same are given in the Corporate Governance Report.
22. NOMINATION AND REMUNERATION POLICY :
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report and also available on the companys website: http://womensnext.in/wp-content/uploads/2016/08/Nomination-and-Remuneration-Policy2.pdf
23. INDEPENDENT DIRECTORS DECLARATION :
The Company has received the necessary declaration from each Independent Director, in accordance with Section 149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
24. COMMITTEES OF THE BOARD :
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees.
There are currently Three Committees of the Board, as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
25. AUDITORS :
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, G M Link Road, Goregaon East, Mumbai-63 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 re-appointment of M/s. Santosh Gupta & Co., Chartered Accountants to hold office from the ensuing AGM till the conclusion of the next AGM on and remuneration to be mutually decided by the Board and the Auditor.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.
There has been no adverse remark or disclaimer given by the Auditors in their Report.
B. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Jaiprakash R. Singh, Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure III.
26. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Company has appointed M/s. Anup Pandya & Associates, Chartered Accountant as an Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
27. VIGIL MECHANISM:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Vigil
Mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct.
The detail of the Vigil Mechanism is explained in the Corporate Governance Report.
None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable to them.
28. OPERATIONAL HIGHLIGHTS :
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.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and Rules made there under, your Company has assigned the responsibilities to Audit Committee.
During the year, no complaint with allegations of sexual harassment was filed with the Company.
30. 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 2016 and the date of Directors Report.
31. RELATED PARTY DISCLOSURE:
Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the report of Director herewith attached as Annexure IV.
32. PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
33. DIRECTORS RESPONSIBILITY STATEMENT :
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. 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 31st March, 2016 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. 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.
vi. 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.
34. CORPORATE GOVERNANCE :
Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C,D and E of schedule V shall not apply the company. However, as a good Corporate Governance Practice the company has generally complied with the Corporate Governance requirements and a report on Corporate Governance forms part of this report.
35. GENERAL SHAREHOLDER INFORMATION :
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
36. ACKNOWLEDGMENT :
Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
|For and on behalf of the Board|
|Bhavesh T. Bhanushali|
|Place : Mumbai||
Chairman & Managing Director
|Date : 9TH August,2016||DIN : 03324077|
ANNEXURE - I 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
|Purchase Unit in KW||33,277||35,064|
|Total Amount (in Rs.)||4,14,950||345754.86|
|Average Rate per unit||12.47||9.86|
|Light Diesel Oil / Diesel Oil / Furnace Oil|
|Quantity (in LTRS)||-||-|
|Average rate per unit||-||-|
|Quantity (in scm.)||-||-|
|Average rate per unit||-||-|
B. 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.
C. Foreign Exchange earning and out go
|Foreign Exchange Earning||NIL||NIL|
|Foreign Exchange out go||NIL||NIL|
|For and on behalf of the Board|
|Bhavesh T. Bhanushali|
|Place : Mumbai||
Chairman & Managing Director
|Date : 9TH August,2016||DIN : 03324077|