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Directors Report of Women's Next Loungeries Ltd.

Mar 31, 2015

Dear Members,

The 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 31st year ended 31st 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 48.81 39.36 (including previous years')

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 Sheet

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 Company's lifecycle. The Company's 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.

Dividend

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 And Associate Companies

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. Name DIN No. Designatio Date of No n Appointme nt

1 Bhavesh Tulsidas 03324077 Managing 22/12/20 Bhanushali director 10

2 Premila Bhavesh 05238716 Director 09/01/20 Bhanushali 12

3 Anil Kumar Hiralal BJRPS2091E CFO 02/09/20 Sinha 14

4 Alka Gupta ALNTG6252E Company 01/07/20 Secretary 14

5 Anand Khimji Bhai 06733252 Director 20/11/20 Bhanushali 13

6 Mahipal Pravinbhai 06965561 Director 02/09/20 Budheliya 14

7 Ashish Buddhisagar 07091355 Director 12/02/20 Varma 15

Sr. Name Date of Resignation/ No withdrawal of Nomination

1 Bhavesh Tulsidas - Bhanushali

2 Premila Bhavesh Bhanushali

3 Anil Kumar Hiralal - Sinha

4 Alka Gupta 01/07/2015

5 Anand Khimji Bhai - Bhanushali

6 Mahipal Pravinbhai - Budheliya

7 Ashish Buddhisagar - Varma

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, 2015 stood at Rs.2.5 Crores comprising of 25,00,000 equity shares of Rs. 10 each.

Operations

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

Women's Next Loungeries Limited" has applied for Credit Rating to ICRA Limited. Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act 2013 the 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 C1R/CFD/POLICY CELL/7/2014 dated September 15, 2014 for 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 2013 that 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 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 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 Act and 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 Board's 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.

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-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 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 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 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 FY 2014-15. 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.

Management's 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 Companies Act, 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

* Complaint Committee

* Nomination and Remuneration Committee

* 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

In 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 Director's Report

Acknowledgements

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 Directors of WOMEN'S NEXT LOUNGERIES LIMITED,

Sd/- Mr. Bhavesh T. Bhanushali Chairman and Managing Director DIN: 03324077

Date: 28/05/2015 Place: Mumbai


Mar 31, 2014

The Members of

Women''s Next Loungeries Limited

The Directors present their Fourth Annual Report and the Audited Financial Statement for FY 2013- 14. As required under the Ministry of Corporate Affairs'' General Circular 08/2014 No. 1/19/2013- CL-V dated April 4, 2014, the Financial Statements and other reports required to be attached to the Annual Report for FY 2013-14 are governed by the relevant provisions, schedules, rules of the Companies Act, 1956.

1. Financial Results: (Rs ININR) Particulars YearEnded Year Ended 31.03.2014 31.03.2013

Revenue from operations 3806.67 3223.29

Other Income 1.57 -

Total 3808.24 3223.29

Profit/Loss before Interests Depreciation 223.02 185.33

Less: Finance cost 113.31 83.70

Less: Depreciation & Amortization 4.53 4.24

Profit/Loss before Tax 105.18 97.39

Less: Tax Expenses 38.64 30.00

Less: Deferred Tax (Asset)/Liabilities 0.72 0.10

Profit/Loss-after Tax 65.82 67.29

Earnings Per Share Rs. 4.39 4.49

2. Performance Review:

During the year under review, the company has achieved turnover of Rs.38.07 Crore against 32.23 Crore turnover for the year 2012-13. Your Directors are optimistic about the results in the coming years.

3. Issue of Bonus Shares:

During the year, the Board of Directors of your Company had issued and allotted bonus shares in the ratio of two new bonus equity share of face value of Rs. 1/- each for every one equity share held by the members as on February 1 4, 2014. After bonus issue, paid up capital of the Company was augmented and stood at Rs. 1,50,00,000/-.

4. Dividend:

Directors do not recommend any dividend on the Shares of the Company. At this stage the Directors of the Company consider the policy of Retention of Profits earned for strengthening the Net Worth of the Company in the long-term benefits of the members of the Company.

5. Directors:

- Mr. Bhavesh Bhanushali was re-designated as Managing Director of the Company for the term of three years with effect from January 23, 2014 to January 22, 2017.

- During the year, our Board of Directors on 23rd January, 2014 appointed Mr. Gaurav Arora, Mr. Pawan Puri and Mr. Jaiprakash R Singh as an Additional Director of the Company under section 260 of Companies Act 1956.

- On 23rd January, 2014 Company has also changed the designation of Mr. Anand Bhanushali and Mrs. Premila Bhavesh Bhanushali from Non Executive Director to Executive Director of the Company under section 260 of Companies Act 1956.

6. Auditor''s Report:

The Notes to the Accounts as referred to in the Auditor''s Report are self explanatory, and therefore do not call for any further comments.

7. Auditors:

The Auditors M/s. Santosh Gupta & Co„ Chartered Accountants, retire at the forthcoming General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act 2013.

8. Particulars of Employees:

There was no employee in receipt of remuneration prescribed under Section 217(2A) of Companies Act, 1956.

9. Stock Exchanges:

The company''s shares are listed on the SME platform of the Bombay Stock Exchange (BSE Ltd.). The company has paid the necessary listing fees of BSE Ltd. for the year 2014-15.

10. Corporate Governance:

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 52 of the Listing Agreement are annexed o this Report.

11. Management Discussion And Analysis Report:

As required under Clause 52 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis of the financial condition and results of operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

12. Directors'' Responsibility Statement:

Your Directors would like to inform the members that the audited accounts containing the Financial-statements for the year 2013-2014 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the company''s financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/s Santosh Gupta & Co.

Your Directors'' further confirm that:

i) In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

ii) The Directors have 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 far view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date; and

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a going concern basis.

13. Conversation of Energy & Technology Absorption:

Regular supervision and controls are being maintained for the conservation of energy. 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. The details given in Annexure A to this report.

14. Foreign Exchange Earnings & Outgo

There is No expenditure/Income of Foreign exchange during the year ended 31st March, 2014.

15. Fixed Deposit:

During the year under review, the Company has not accepted any fixed deposits neither does it have any unclaimed / unpaid fixed deposits.

16. IPO (Initial Public Offer):

During the year the Company has come out with IPO on SME (Small and Medium Enterprise) Platform with BSE (Bombay Stock Exchange) and issue was opened on March 28, 2014 and the same was closed on April 07, 2014.

17. Acknowledgements:

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the company from the Banks, Other statutory/Government bodies, Shareholders & Auditors and look forward to their continued support in future.

For and on behalf of the Board, WOMEN S NEXT LOUNGERIES LIMITED

Sd/- Sd/- Managing Director Director Bhavesh Tulsidas Bhanushali Anand Bhanushali (DIN:03324077) (DIN:06733252)

Place: Thane Date: 28/05/2014

 
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