To,
The Members,
WOMEN'S NEXT LOUNGERIES LIMITED
Your Directors have pleasure in presenting before you the Eight 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, 2018.
1. FINANCIAL HIGHLIGHTS:
The Company's financial performance for the year under review along with previous
year's figure is given hereunder:
|
(Rs. In Lakhs) |
PARTICULARS |
STANDALONE |
|
2017-18 |
2016-17 |
Total Revenue |
3876.31 |
5177.43 |
Total Expenses |
3620.22 |
5032.90 |
Profit/(Loss) before taxation |
256.09 |
144.53 |
Less: Tax Expenses |
74.44 |
54.11 |
Profit after taxation and before prior period adjustments |
181.64 |
90.41 |
Prior period Expenses |
|
|
Profit/(Loss) after tax |
181.64 |
90.41 |
2. OPERATIONS:
During the year under review, the Company has achieved a milestone in terms of profit.
Company has achieved highest ever profit (net of tax) in its history which grew by 91.23
lakhs from 90.41 lakhs in the previous year to 181.64 Lakhs in the current year. GST was
implemented w.e.f. 1st July, 2017. There was cautionary buying approach for
last 15 days of June 17 and first 15 days of July 17 due to GST. Unorganised segment
resorted to disruptive practices post GST in absence of e-way bill.
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:
Your Directors are having a view of conserving the resources of Company and for that
reason the directors are not recommending any dividend for the financial year 2017-18.
5. RESERVES:
It is not proposed to transfer any amount to reserves out of the profits earned during
the financial year 2017-18.
6. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement for furnishing of details relating to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with the Chapter V of the Act
is not applicable.
7. LOAN FROM DIRECTORS OR DIRECTOR'S RELATIVES
During the financial year under review, the Company has time to time borrowed funds
from the Directors to meet the short term fund requirements of the Company.
8. SHARE CAPITAL:
The Authorized share capital of the Company increases from Rs. 40,00,00,00/- (having
Equity shares of Rs. 40,00,000 divided into Rs. 10/- each) to Rs. 120,00,00,00/- (having
equity shares of 12,00,00,00 divided into Rs. 10/- each).
Further, the Paid up Capital of the Company increases from Rs. 25,00,00,00/- (having
Equity shares of 25,00,000 divided into Rs. 10/- each) to 45,05,00,00/- (having Equity
shares of 45,05,000 divided into Rs. 10/- each)
Further, Company has issued 35,50,000 Convertible Warrants to Promoters and
Non-Promoters.
9. BOARD MEETINGS:
The Board of Directors met for eight times during the financial year and the
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013 and rules made there under.
The dates on which the Board Meetings were held are as follows:
Sr. No. |
Date of Board Meeting |
1. |
April 24, 2017 |
2 |
May 30, 2017 |
3. |
July 1, 2017 |
4. |
August 23, 2017 |
5. |
September 1, 2017 |
6. |
November 14, 2017 |
7. |
January 15, 2018 |
8. |
March 15, 2018 |
Board Meeting dates are finalized 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 respective meetings.
The number of meetings attended by each director are as follows:
Name of Director |
Category |
Number of Meetings attended |
Mr. Bhavesh T. Bhanushali |
Managing Director |
8 |
Mrs. Premila B. Bhanushali |
Director |
8 |
Mr. Anand K. Bhanushali |
Director |
6 |
Mr. Prakash K. Ganatra |
Director |
1 |
Mrs. Aarti B. Bhanushali |
Director |
1 |
Mr. Naveen S. Jain |
Independent Director |
6 |
Mr. Dinanath S. Patil |
Independent Director |
1 |
10. DIRECTORS AND KEY MANAGERIAL PERSONAL:
Pursuant to the provisions of Section 149 and 152 of Companies Act, 2013 and in terms
of the Articles of Association of the Company Mrs. Premila B. Bhanushali, 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 of the ensuring Annual General Meeting.
During the year Mr. Mukesh k. Bhanushali is appointed as a Chief Executive Officer of
the Company with effect from 15th of January, 2018.
Mr. Vimal Prakash Dubey, Independent Director and Mr. Anand K. Bhnushali, Executive
Director of the Company has resigned from their posts of directorship on 10th
of October, 2017 and 28th of February, 2018 respectively due to their personal reasons.
Mrs. Aarti B. Bhanushali has been appointed as an Additional Director of the Company in
the Board Meeting held on 15th January, 2018 and regularized as a Director in
the Extra Ordinary General Meeting of the Company held on 14th April, 2018.
Mr. Prakash K. Ganatra who was appointed as an Additional Director of the Company in
the Board Meeting held on 1st September, 2017 has been regularized as a
Director in the Seventh Annual General Meeting the Company held on 29th September,
2017.
11. BOARD EVALUATION:
Pursuant to the provisions of the Section 134(3)(P) of the Companies Act, 2013 and SEBI
Listing Obligations and Disclosure Requirements, Regulations 2015, 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 director's 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 program for the orientation and training of
the Directors.
Independent Directors in their separate meeting, held on January 15, 2018, 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.
12 . DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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 profit or loss of the company for that period.
c) 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.
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.
13. DISCLOSURE BY DIRECTORS:
The Company has received declaration from all Independent Directors of the Company to
the effect that they meet the criteria of independence as stipulated under section 149(7)
of the Act and applicable regulations of LODR.
The Directors on the Board have also 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.
14. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Statutory Auditors of the Company for
inefficiency or inadequacy of such controls
15. 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, 2014 is 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. Dinanath S.
Patil 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 of the Committee.
Name of Director |
Position |
Category |
Mr. Naveen Shankar Jain |
Chairman |
Non-Executive Independent |
Mr. Dinanath S. Patil |
Member |
Non-Executive Independent |
Mr. Bhavesh Tulsidas Bhanushali |
Member |
Executive |
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. Dinanath S. Patil and Mr. Bhavesh Tulsidas Bhanushali as members.
The table below highlights the composition of the Committee.
Name of Director |
Position |
Category |
Mr. Naveen Shankar Jain |
Chairman |
Non-Executive Independent |
Mr. Dinanath S. Patil |
Member |
Non-Executive Independent |
Mr. Bhavesh Tulsidas Bhanushali |
Member |
Executive |
16. 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
17. 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
defined plan. The risks are classified 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;
Define 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 Company's human, physical
and financial assets.
18. 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 2017-18:
No. of complaints received: |
Nil |
No. of complaints disposed off: |
Nil |
19. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing the details required therein forms part of this report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employee as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in "Annexure II" forming part of this
report. Further, the report and account are being sent to the members excluding
aforementioned annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary
20. AUDITORS:
A. STATUTORY AUDITOR:
M/s GSV & Co. Chartered Accountants (FRN: 123334W) Statutory Auditor of the Company
had resigned from his post of Auditor on 10th of January, 2018 as they express their
inconvenience to the Company regarding visiting the registered office of the company for
the Audit Purpose, from one state to another i.e., from Vapi, in the state of Gujrat to
Mumbai, in the state of Maharashtra and also informed the Company about their preoccupancy
in other jobs.
Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules 2014, M/S Agarwal, Jain & Gupta Chartered
Accountant Firm (FRN:013538C),were appointed as Statutory Auditors by the shareholders of
the Company at the Extra-ordinary General Meeting held on 14th April, 2018 to hold the
office until the conclusion of upcoming Annual General Meeting subject to the appointment
by the Members of the Company. The Company has received a certificate from the said
Auditors that they are eligible to hold office as the Statutory Auditors of the Company
and are not disqualified to be appointed as a Statutory Auditor.
The notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualifications, reservation or adverse remarks.
B. INTERNAL AUDITOR:
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 Ankit Kumar Baseer & Associates,
Chartered Accountant, Mumbai as the Internal Auditor in place of M/s Anup Pandya &
Associates, (M'ship No.: 1701002) Chartered Accountants.
During the year, the Company continued to implement their suggestion and
recommendations to improve the environment. Their scope of work includes review of
operational efficiency, effectiveness of systems and processes and assessing the Internal
Control strengths in all areas. To maintain its objective and independence, the Internal
Audit function reports to the Chairman of the Audit Committee.
21. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
22. LISTING WITH STOCK EXCHANGE:
The Company confirmed it has paid Annual Listing Fee due to the Bombay Stock Exchange
for the financial year 2018-19.
23. 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.
24. 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 arm's length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Accordingly, form AOC-2 does not form
part of the Report.
The policy on materiality of related party transactions and dealing with related party
transactions approved by the Board may be accessed on the Company's website at the
womensnext.in
25. 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.
26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:
As on 31st March, 2018, Company does not have any Subsidiary, Joint Venture
or Associate Company.
27. 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 field. The company has achieved efficient 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) |
22,68,013 |
The relevant information pertaining to conservation of energy, technology absorption,
foreign exchange earnings and outgo is given in Annexure III and forms part
of this report
28. 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 IV' to this Report.
29. SECRETARIAL AUDIT:
In terms of Section 204 of the Companies Act, 2013, the Report in respect of the
Secretarial Audit carried by M/s Amarendra Mohapatra & Associates, Company Secretaries
in the Form MR-3 for the financial year 2017-18 enclosed as Annexure "V"
to this report. The report is self-explanatory and do not call for any further comments.
30. 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 not exceeding rupee ten crore and net worth not exceeding
rupees twenty five crore, as on the last day of the previous financial year.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under Regulation 34 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is disclosed separately in the current Annual Report.
32. DISCLOSURE UNDER REGULATION 32(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015:
We the Women's Next Loungeries issued and allotted 20,05,000 (Twenty Lakhs Five
Thousand) Equity shares of Rs. 60/-each including premium of Rs. 50/- each) and 35,50,000
(Thirty Five Lakhs Fifty Thousand) Convertible Equity Warrants to Promoters and Non
Promoters through preferential issue in its 7th Annual General Meeting held on
September 29, 2017 after receiving all the requisite consents and approvals from Bombay
Stock Exchange and other authorities.
As required under regulation 32(1) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby state that
there has been no deviation or variation in utilization of issue proceeds and the entire
fund raised from the above issue has been utilized for the purpose for which they were
raises.
33. GENERAL:
i. During the financial year 2017-18, 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 2017-18, 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 2017-18, 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;
iv. During the financial year 2017-18, 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;
v. The Company does not have any subsidiary, joint venture and associate company; and
vi. The Company has no shares lying in demat suspense account or unclaimed suspense
account.
vii. Managing Director of the Company does not receive any remuneration or commission
from any other Company.
viii. During the year under review, no frauds reported by the auditors under the
provisions of the Companies Act, 2013.
34. ACKNOWLEDGEMENT:
The Directors would like to thank all the Stakeholders including Financial
Institutions, Banks, Government Authorities, Power utilities, Regulators, Customers,
Vendors and Members for their continuous support and co-operation at all levels.
Your Directors also wish to place on record their deep sense of appreciation for the
excellent services of the employees at all levels and all other associated with the
Company towards operation and growth of the Company.
For and on behalf of the Board |
For WOMEN'S NEXT LOUNGERIES LIMITED, |
(Mr. Bhavesh Tulsidas Bhanushali) |
Managing Director |
DIN: 03324077 |
Date : 01/09/2018 |
Place: Thane |
Annexure I to the Director's Report
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto and Listing
Agreement, as amended from time to time. This policy on nomination and remuneration of
Directors, Key Managerial Personnel and Senior Management has been formulated by the
Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the
Board of Directors.
Definitions:
"Remuneration" means any money or its equivalent given or passed to any
person for services rendered by him and includes perquisites as defined under the
Income-tax Act, 1961;
"Key Managerial Personnel" means: i) Managing Director, or Chief
Executive Officer or Manager and in their absence, a Whole-time Director; ii) Chief
Financial Officer; iii) Company Secretary; and iv) such other officer as may be
prescribed.
"Senior Managerial Personnel" means the personnel of the company who are
members of its core management team excluding Board of Directors. Normally, this
would comprise all members of management, of rank equivalent to General Manager and above,
including all functional heads.
Objective:
The objective of the policy is to ensure that
The level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the company
successfully;
Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
Role of the Committee:
The role of the NRC will be the following:
To formulate criteria for determining qualifications, positive attributes and
independence of a Director.
To formulate criteria for evaluation of Independent Directors and the Board.
To identify persons who are qualified to become Directors and who may be
appointed in Senior Management in accordance with the criteria laid down in this policy.
To carry out evaluation of Director's performance.
To recommend to the Board the appointment and removal of Directors and Senior
Management.
To recommend to the Board policy relating to remuneration for Directors, Key
Managerial Personnel and Senior Management.
To devise a policy on Board diversity, composition, size.
Succession planning for replacing Key Executives and overseeing.
To carry out any other function as is mandated by the Board from time to time
and / or enforced by any statutory notification, amendment or modification, as may be
applicable.
To perform such other functions as may be necessary or appropriate for the
performance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
a) The Committee shall identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend his / her appointment, as per Company's Policy.
b) A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment.
The Committee has authority to decide whether qualification, expertise and experience
possessed by a person is sufficient / satisfactory for the position. c) The Company shall
not appoint or continue the employment of any person as Whole-time Director who has
attained the age of seventy years. Provided that the term of the person holding this
position may be extended beyond the age of seventy years with the approval of shareholders
by passing a special resolution.
TERM / TENURE
a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any
person as its Executive Chairman, Managing Director or Executive Director for a term not
exceeding five years at a time. No re-appointment shall be made earlier than one year
before the expiry of term.
b) Independent Director: An Independent Director shall hold office for a term up to
five consecutive years on the Board of the Company and will be eligible for re-appointment
on passing of a special resolution by the Company and disclosure of such appointment in
the Board's report.
No Independent Director shall hold office for more than two consecutive terms of upto
maximum of 5 years each, but such Independent Director shall be eligible for appointment
after expiry of three years of ceasing to become an Independent Director. Provided that an
Independent Director shall not, during the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number of
Boards on which such Independent Director serves is restricted to seven listed companies
as an Independent Director and three listed companies as an Independent Director in case
such person is serving as a Whole-time Director of a listed company or such other number
as may be prescribed under the Act.
EVALUATION
The Committee shall carry out evaluation of performance of Director, KMP and Senior
Management Personnel yearly or at such intervals as may be considered necessary.
REMOVAL
The Committee may recommend with reasons recorded in writing, removal of a Director,
KMP or Senior Management Personnel subject to the provisions and compliance of the
Companies Act, 2013, rules and regulations and the policy of the Company.
RETIREMENT
The Director, KMP and Senior Management Personnel shall retire as per the applicable
provisions of the Act and the prevailing policy of the Company. The Board will have the
discretion to retain the Director, KMP, Senior Management Personnel in the same position/
remuneration or otherwise even after attaining the retirement age, for the benefit of the
Company.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
1) Remuneration to Managing Director / Whole-time Directors:
a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time
Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under or any other enactment for the time being in force and the approvals
obtained from the Members of the Company.
b) The Nomination and Remuneration Committee shall make such recommendations to the
Board of Directors, as it may consider appropriate with regard to remuneration to Managing
Director / Whole-time Directors.
2) Remuneration to Non- Executive / Independent Directors:
a) The Non-Executive / Independent Directors may receive sitting fees and such other
remuneration as permissible under the provisions of Companies Act, 2013. The amount of
sitting fees shall be such as may be recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors.
b) All the remuneration of the Non- Executive / Independent Directors (excluding
remuneration for attending meetings as prescribed under Section 197 (5) of the Companies
Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and
rules made there under or any other enactment for the time being in force. The amount of
such remuneration shall be such as may be recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors or shareholders, as the case may be.
c) An Independent Director shall not be eligible to get Stock Options and also shall
not be eligible to participate in any share based payment schemes of the Company.
d) Any remuneration paid to Non- Executive / Independent Directors for services
rendered which are of professional in nature shall not be considered as part of the
remuneration for the purposes of clause (b) above if the following conditions are
satisfied:
i) The Services are rendered by such Director in his capacity as the professional; and
ii) In the opinion of the Committee, the director possesses the requisite qualification
for the practice of that profession.
e) The Compensation Committee of the Company, constituted for the purpose of
administering the Employee Stock Option/ Purchase Schemes, shall determine the stock
options and other share based payments to be made to Directors (other than Independent
Directors).
3) Remuneration to Key Managerial Personnel and Senior Management:
a) The remuneration to Key Managerial Personnel and Senior Management shall consist of
fixed pay and incentive any, in compliance with the provisions of the Companies Act, 2013
and in accordance with the Company's Policy.
b) The Compensation Committee of the Company, constituted for the purpose of
administering the Employee Stock Option/ Purchase Schemes, shall determine the stock
options and other share based payments to be made to Key Managerial Personnel and Senior
Management.
c) The Fixed pay shall include monthly remuneration, employer's contribution to
Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to
time.
d) The Incentive pay shall be decided based on the balance between performance of the
Company and performance of the Key Managerial Personnel and Senior Management, to be
decided annually or at such intervals as may be considered appropriate.
IMPLEMENTATION
The Committee may issue guidelines, procedures, formats, reporting mechanism and
manuals in supplement and for better implementation of this policy as considered
appropriate.
The Committee may Delegate any of its powers to one or more of its members.
Annexure II to the Director's Report
Particular of Employee as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
Sr. No. |
Name |
Designation |
Percentage Increase in remuneration of Director, CEO, CFO and CS |
Ratio to median employees remuneration |
1 |
Mr. Bhavesh T. Bhanushali |
Managing Director |
Nil |
5.4:1 |
2 |
Mrs. Premila B. Bhanushli |
Director |
Nil |
3.2:1 |
3 |
Mr. Anand K. Bhanushali |
Director |
Nil |
2.3:1 |
4 |
Mr. Prakash K Ganatra |
Director |
0 |
0 |
5 |
Mrs. Aarti B. Bhanushali |
Director |
0 |
0 |
6 |
Mr. Mukesh K. Bhanushali |
Chief Executive Officer |
0 |
0 |
7 |
Mr. Anil H. Sinha |
Chief Financial Officer |
9.51% |
2.9:1 |
8 |
Mr. Anup Vishwakarma |
Company Secretary |
10.87% |
2.9:1 |
Directors other than aforesaid Directors do not receive any remuneration other than
sitting fees for attending Meeting of Board of Directors and its Committee thereof
Percentage increase in Median Remuneration of Employees in the financial year |
29.40 |
Number of permanent employees on rolls of the Company |
26 |
Average percentile increase already made in the salaries of employees other than
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof & point out if there
are any exceptional circumstances for increase in Managerial Remuneration |
The average increase in employee remuneration other than managerial personal was 11%
which has been marginally lower than that for managerial personnel. |
|
The increase in managerial remuneration is in line with the measures to attract and
retain the best talent. |
Affirmation that the remuneration is as per remuneration policy of the Company |
Yes we confirm |
Note: Mr. Anand K. Bhanushali resigned from the post of directorship on
28/02/2018.
Sr. No. |
Name |
Designation |
Remuneration |
Nature of Employment |
Qualification |
Experience |
Commencement of Employment |
Age |
Last Employment held |
% of Equity shares held |
Relative of Director, if any |
1 |
Anup Vishwakarma |
Company Secretay |
3,326,07 |
Whole time Employment |
Company Secretary |
2 years |
2016 |
26 |
VKM & Associates Practising Company Secretary |
0 |
No |
2 |
Anil Sinha |
Chief Financial Officer |
3,28,523 |
Whole time Employment |
M.Com |
7 years |
2013 |
36 |
Bang Overseas Limited |
300 |
No |
3 |
Mahendra Thukrul |
Producation Manager |
3,00,000 |
Whole time Employment |
B.Com |
4 years |
2013 |
39 |
NA |
0 |
No |
4 |
Prahlad Bhoir |
Production Supervisor |
2,45,000 |
Whole time Employment |
B.Com |
4 years |
2017 |
39 |
Nil |
0 |
No |
5 |
Gautam Survansi |
Dispatch Head |
2,40,000 |
Whole time Employment |
B.Com |
6 years |
2017 |
34 |
NA |
0 |
No |
6 |
Devaram |
Salesman |
2,35,000 |
Whole time Employment |
B.Com |
2 years |
2017 |
34 |
NA |
0 |
No |
7 |
Jeetu Pandey |
Salesman |
2,00,000 |
Whole time Employment |
B.Com |
2 years |
2017 |
39 |
NA |
0 |
No |
8 |
Prakash |
Salesman |
2,00,000 |
Whole time Employment |
B.Com |
2 years |
2017 |
53 |
NA |
0 |
No |
9 |
Narendra Sharma |
Designer |
2,00,000 |
Whole time Employment |
B.Com |
4 years |
2015 |
25 |
NA |
0 |
No |
10 |
Vivek Chawla |
Salesman |
1,80,000 |
Whole time Employment |
B.Com |
1 year |
2017 |
26 |
NA |
0 |
No |
Annexure III to the Director's 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 company's overall
product costing. So at present company is not required to take any conservation measures.
(ii) Power and fuel consumption
|
|
[ in Rs.] |
|
2017-2018 |
2016-2017 |
Electricity |
|
|
Purchase Unit in KW |
55244 |
30,074 |
Total Amount |
5,63,319 |
4,09,235 |
Average Rate Rs per unit |
10.19 |
13.60 |
Light Diesel Oil / Diesel Oil / Furnace Oil |
|
|
Quantity (in LTRS) |
1,182 |
- |
Total Amount |
83,000 |
- |
Average rate Rs per unit |
70.21 |
- |
Gas |
- |
- |
Quantity (in scm.) |
|
|
Total Amount |
- |
- |
Average rate Rs per unit |
- |
- |
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 earnings and out go
|
2017-2018 |
2016-2017 |
Foreign Exchange Earning |
22,68,013 |
NIL |
Foreign Exchange out go |
NIL |
NIL |
|
For and on behalf of the Board |
|
sd/- |
|
Bhavesh T. Bhanushali |
Place : Thane |
Chairman & Managing Director |
Date : 1st September, 2018 |
DIN : 03324077 |
|