| 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
|