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ANNUAL REPORT 2013-2014
WOMEN'S NEXT LOUNGERIES LIMITED
Dear Shareholders & Investors,
It gives me immense pleasure to apprise that we have attained the status of listed company and raised INR 1 Cr from Capital market for expansion of our existing manufacturing business of Lingerie wear, honeymoon set, and intimate wear etc. This coming year we shall focus on manufacturing & sales of capacity expanded.
We continued to invest in upgrading our existing manufacturing business. Our manufacture platform giving us significant additional capacity to add customers and greater operational efficiencies to manage them.
We stand more confident today of significant future growth, than we probably ever have been. We are working hard to embrace the current and future opportunities. The coming few years look set to be the ones that will significantly reward all shareholders who have been a part of this journey.
In conclusion we believe that our company is a strong, stable company and that our core business has good potential. We will remain true to our principles and we will continue to act with our usual sense of responsibility to our shareholders and to the company.
I would like to take the opportunity to explain my sincere gratitude to all the employees and our trade partners for their continued contribution for the past year.
Thank you for your confidence and I look forward to your continued support.
Sd/-
Bhavesh Tulsidas Bhanushali
Chairman and Managing Director
Chairman's Message
TABLE OF CONTENT
Board of Directors
Particulars Page No.
BANKERSPunjab National Bank
STATUTORY AUDITORSSantosh Gupta & CO., Chartered Accountants
REGISTRAR AND TRANSFER AGENTLink intime india private limited
REGISTERED OFFICE101-105, Indian Complex, Building No.28, 1st Floor,Dapode Village, Bhiwandi - 421329Tel: 02522-344073, E-mail: [email protected], Website: www.womensnext.in
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• Corporate Information
• Notice to Shareholders
• Director’s Report
• Management Discussion and Analysis
• Corporate Governance Report
• Auditor’s Report
• Balance Sheet
• Statement of Profit & Loss
• Cash Flow Statement
• Notes to Financial Statements
• Attendance Slip
• Proxy Form
• Mr. Bhavesh Bhanushali
• Mr Premila Bhavesh Bhanushali
• Mr Anand Khimji Bhai Bhanushali
• Mr Pawan Puri
• Mr. Rajesh Bhanushali
• Mr Mahipal Budheliya
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2
10
15
18
31
36
37
38
39
49
50
Chairman &Managing Director
Executive Director
Executive Director
Independent Director
Independent Director
Independent Director
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Notice is hereby given that the Fourth Annual General Meeting of Women's Next Loungeries Limited will be held on Monday 29, September 2014 at 3.30 p.m. at Gala no. 108, 109, Building no. D-5, 1st Floor, Harihar Compound, Dapode Village, Near Mankoli Naka, Bhiwandi-421302, to transact the following business:
ORDINARY BUSINESS :
1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mrs. Premila Bhanushali, who retires by rotation and, being eligible, offers herself for re-appointment.
3. To appoint a Director in place of Mr. Anand Bhanushali , who retires by rotation and, being eligible, offers himself for re-appointment.
4. To appoint Auditors who shall hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The retiring Auditors, M/s. Santosh Gupta & “Co., Chartered Accountants are eligible for re-appointment and have given a written certificate as per Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules 2014.
SPECIAL BUSINESS :
5. Appointment of Mr. Rajesh Bhanushali as an Independent Director of the Company
To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under (including any statutory modification (s) or re-enactment thereof for the time being in force), read with Schedule IV to the Companies Act, 2013, as amended from time to time and clause 52 of Listing Agreement, Mr. Rajesh Bhanushali, who was appointed as an additional Director pursuant to the provisions of section 161(1) of the Companies Act, 2013 and the Article of Association of the Company and who holds office up to the date of thisAnnual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) Consecutive years for a term up to March 31. 2014
Notice
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6. Appointment of Mr. Mahipal P Budheliya as an Independent Director of the Company
To consider and if thought fit to pass with or without medication(s) the following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under (including any statutory modification (s) or re-enactment thereof for the time being in force), read with Schedule IV to the Companies Act, 2013, as amended from time to time and clause 52 of Listing Agreement, Mr. Mahipal P Budheliya, who was appointed as an additional Director pursuant to the provisions of section 161(1) of the Companies Act, 2013 and the Article of Association of the Company and who holds office up to the date of thisAnnual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) Consecutive years for a term up to March 31. 2019.
7. To adopt new articles of association of the Company containing regulations in conformity with the Companies Act, 2013 and in this regard to consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:
“Resolved that pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (Including any statutory modification(s) or re-enactment thereof, for the time being in force), the draft regulations contained in the articles of association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the Company;
Resolved Further That the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”
By Order of the Board of Directors
For Women's Next Loungeries Limited
Sd/- Bhavesh Tulsidas Bhanushali Managing Director (DIN 03324077)
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Mumbai, September 2, 2014Corporate Identification Number (CIN): U18204MH2010PLC211237Registered Office:101-105, Indian Complex,Building No.28, 1st Floor,Dapode Village,Bhiwandi - 421329 Tel: 02522-344073E-mail: [email protected], Website: www.womensnext.in
Notes:
1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the business under Item Nos. 5 & 6 of the Notice, is annexed hereto. The relevant details as required under clause 52 of the Listing Agreements entered into with the Stock Exchanges, of persons seeking appointment/ re-appointment as Directors under Item No.5 is also annexed.
2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
3. The Register of Members and Transfer Books of the Company will be closed from Tuesday, September 23, 2014 to Monday, September 29, 2014, both days inclusive.
4. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, Link Intime India Private Limited.
(LIIPL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to LIIPL.
5. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.
6. Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the meeting.
7. The Notice of the AGM along with the Annual Report 2013-14 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.
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8. To support the 'Green Initiative', the Members who have not registered their e-mail addresses are requested to register the same with LIIPL /Depositories.
9. Voting through electronic means:-(a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and Clause 35 B of the Listing Agreements, the Company is pleased to provide members the facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).(b) The instructions for e-voting are as under:
IN CASE OF MEMBERS RECEIVING E-MAIL:a) Log on to the e-voting website www.evotingindia.comb) Click on “Shareholders” tab.c) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”d) Now enter your User ID (For CDSL: 16 digits beneficiary ID, followed by 8 Digits Client ID, and
then enter the Captcha Code as displayed and Click on Login).e) If you are holding shares in Demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.f) If you are a first time user follow the steps given below:
PAN
DOB#
Dividend
Bank Details
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both Demat shareholders as well as Physical shareholders) Members who have not updated
their PAN with the Company/Depository Participant are requested to use the first two
letters of their name and the last 8 digits of the Demat account/folio number in the PAN field.
In case the folio number is less than 8 digits enter the applicable number of 0's before the
number after the first two characters of the name in CAPITAL letters. Eg. If your name is
Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.
DD/MM/YYYY
Enter the Dividend Bank Details as recorded in your Demat account or in the Company
records for the said Demat account or folio. Please enter the DOB in order to login. If the
details are not recorded with the depository or company please enter the number of shares
held by you as on the cutoff date in the Dividend Bank details field.
For Members holding shares in Demat Form and Physical Form
g) After entering these details appropriately, click on “SUBMIT” tab.h) Members holding shares in Demat form will now reach 'Password Creation' menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through Central Depository Services (India) Limited (CDSL) platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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i) Click on the EVSN for the company <COMPANY NAME> on which you choose to vote.j) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the
option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
k) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.l) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
m) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
n) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
o) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporate.
They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].
After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.
The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.
IN CASE OF MEMBERS RECEIVING THE PHYSICAL COPYPlease enter the DOB in order to login. If the details are not recorded with the depository or
company please enter the number of shares held by you as on the cut off date in theDividend Bank details field.
Members are eligible to cast vote electronically only if they are holding shares as on that date.(A) Please follow all steps from serial no. (a) To serial number. (o) Above to cast vote.
st nd(B) The voting period begins from Sunday, 21 September, 2014 at 9.00 A.M to 22 September, 2014 at 6.00P.M
The voting rights shall be as per the number of equity share held by the Member (s) thas on 5 September, 2014. Members are eligible to cast vote electronically only if they are
holding shares as on that date.(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to .
(D) The Scrutinizer for the procedure of e-Voting is Jaiprakash R Singh & Associates.
(E) The results shall be declared on or after the AGM. The results along with the Scrutinizer's
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Report shall also be placed on the website of the Company.
10. All documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Company between 10.00 a.m. and 12.00 p.m. on any working day up to the date of AGM.
By Order of the Board of Directors For Women's Next Loungeries Limited
SD/-Bhavesh Tulsidas Bhanushali Managing Director (DIN 03324077)
Mumbai, September 2, 2014Corporate Identification Number (CIN): U18204MH2010PLC211237Registered Office:101-105, Indian Complex,Building No.28, 1st Floor,Dapode Village,Bhiwandi - 421329Tel: 02522-344073E-mail: [email protected], Website: www.womensnext.in
ANNEXURE TO THE NOTICEExplanatory Statement (Pursuant to section 102 of the Companies Act, 2013)
As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 5 to 7 of the accompanying Notice:Item Nos. 5:The Company had, pursuant to the provisions of Companies act, 2013 and clause 52 of the Listing Agreements entered with the Stock Exchange, appointed Mr. Rajesh Bhanushali, as Independent Directors, in compliance with the requirements of the clause.
Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.
Mr. Rajesh Bhanushali, non-executive directors of the Company, have given a declaration to the
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Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, each of these directors fulfill the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management. In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval.
The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday.
A brief profile of the Rajesh Bhanushali to be appointed is given below:
Mr. Rajesh Bhanushali graduated from Mumbai University with a Financial Accounting and Auditing degree in 1996. He has over 13 years of experience in field of getting Octroi refund from BMC. He has currently working for L&T Ltd and others companies to get their refund of Octroi from BMC.
He has wide experience in the field of finance and business management.
Item Nos. 6:The Company had, pursuant to the provisions of Companies act 2013 and clause 52 of the Listing Agreements entered with the Stock Exchange, appointed Mr. Mahipal Budheliya, as Independent Directors, in compliance with the requirements of the clause.Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.
Mr. Mahipal Budheliya, non-executive directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, each of these directors fulfill the conditions specified in the Act and the Rules framed there under for appointment as Independent Director and they are independent of the management.
In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval.The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday.
A brief profile of the Mr. Mahipal Budheliay be appointed is given below:thMr. Mahipal Budheliya has completed his 12 Commerce from Bhavnagar in 2004. He has over 11
years of experience in field of Garment industry and in the opinion of Board he can contribute to the company through his expertise in his fieldHe has currently proprietor of Khodiyar Apparels
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situated at Bhavnagar. He has wide experience in the field of Garments Industry.Item no. 7.The existing AoA are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The Act is now largely in force. On September 12, 2013, the Ministry of Corporate affairs (“MCA”) had notified 98 Sections for implementation. Subsequently, on March 26, 2014, MCA notified most of the remaining Sections (barring those provisions which require sanction / confirmation of the National Company Law Tribunal (“Tribunal”) such as variation of rights of holders of different classes of shares (Section 48), reduction of share capital (Section 66),Compromises, arrangements and amalgamations (Chapter XV), prevention of oppression and mismanagement (Chapter XVI), revival and rehabilitation of sick companies (Chapter XIX), winding up (Chapter XX) and certain other provisions including, inter alia, relating to Investor Education and Protection Fund (Section 125) and valuation by registered valuers (Section 247). However, substantive sections of the Act which deal with the general working of companies stand notified. With the coming into force of the Act several regulations of the existing AOA of the Company require alteration or deletions in several articles. Given this position, it is considered expedient to wholly replace the existing AOA by a new set of Articles. The new AOA to be substituted in place of the existing AOA are based on Table 'F' of the Act which sets out the model articles of association for a company limited by shares. Shareholder's attention is invited to certain salient provisions in the new draft AOA of the Company viz: (a) Company's lien now extends also to bonuses declared from time to time in respect of shares over which lien exists; (b) The nominee(s) of a deceased sole member are recognized as having title to the deceased's interest in the shares;
By Order of the Board of Directors For Women's Next Loungeries Limited
Sd/-Bhavesh Tulsidas Bhanushali Managing Director (DIN 03324077)
Mumbai, September 2, 2014Corporate Identification Number (CIN): U18204MH2010PLC211237
Registered Office:101-105, Indian Complex,Building No.28, 1st Floor,Dapode Village,Bhiwandi - 421329 Tel: 02522-344073E-mail: [email protected], Website:
Encl: Proxy Formwww.womensnext.in
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DIRECTOR'S REPORT
To,
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 Affair's 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.
Financial Results:
Particulars Year Ended 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 Interest & 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
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1. 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.
2. 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/-.
3. 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.
4. 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.rd- During the year, our Board of Directors on 23 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. rd- On 23 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.
5. 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.
6. 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.
7. Particulars of Employees:
There was no employee in receipt of remuneration prescribed under Section 217(2A) of
Companies Act, 1956.
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8. 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.
9. Corporate Governance:
A report on Corporate Governance along with a Certificate from the Practicing Company
Secretary/Auditor 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.
10. 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.
11. 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.
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12. 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.
13. Foreign Exchange Earnings & Outgo stThere is No expenditure/Income of Foreign exchange during the year ended 31 March, 2014.
14. Fixed Deposit:
During the year under review, the Company has not accepted any fixed deposits neither does
it have any unclaimed / unpaid fixed deposits.
15. 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.
16. 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: ThaneDate: 28/05/2014
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ANNEXURE “A” TO DIRECTOR’S REPORT
Disclosure of Particulars under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rule, 1988
A) CONSERVATION OF ENERGY
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
POWER AND FUEL CONSUMPTION
1. Electricity
Purchased
-Unit (KWH in Thousand) 38,560 34,762
-Total Amount (Rs. Thousand) 2,56,467/- 2,14,344/-
-Rate / Unit (Rs.) 6.65 Per Unit 6.17 Per Unit
Own Generation NIL NIL
(i) Through Diesel Generator NIL NIL
-Unit (KWH in Thousand)
-Unit per liter of Diesel / Oil
-Rate / Unit (Rs.)
(Ii) Through Stream Turbine/ Generator NIL NIL
-Unit (KWH in Thousand)
2. Coal N.A. N.A.
-Quantity (MT)
-Total Cost (Rs. In Lacs)
-Average rate (Rs. Per MT)
3. Furnace Oil N.A. N.A.
-Quantity (K lts.)
-Total Cost (Rs. In Lacs)
-Average rate (Rs. per K lts.)
4. Other/ Internal Generation N.A. N.A.
-Quantity
-Total Cost
-Rate/ Unit
B. CONSUMPTION PER MT N.A. N.A.
Electricity (KWH)
Paddy/Rice
Furnace Oil (Ltr.)
Coal (Kgs.)
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MANAGEMENT DISCUSSION AND ANALYSIS
The purpose of this discussion is to provide an understanding of Women's Next
Loungeries Limited financial results and business performance by focusing on changes in
certain key measures from year to year.
Management Discussion and Analysis (MD&A) is organized in the following sections:§ Industry and Business Overview.§ Indian Intimate Wear Industry.§ Operational Performance§ Outlook§ Risks and concerns.§ Adequacy of Internal Control System§ Human Resource Development§ Cautionary Statement
Industry and Business Overview:The company designs, manufactures and markets an extensive range of brassieres and panties viz. teenage wear, women wear and ladies wear etc. Our products in this range are marketed under the brands Valentine Pink and Women Next. The Company product range in exclusive segment includes maternity wear, sport wear, etc. These products are offered in various designs as per customer requirements. The main raw material for our product is man‐made yarn, which is sourced from domestic markets. The Company based on its experience and its standards, conforms to major specifications and customer requirements.The man‐made fibre textile industry is one of the largest organized industries in the country in terms of employment and number of units. Besides, there are a large number of subsidiary industries dependent on this sector, such as those manufacturing machinery, accessories, stores, ancillaries, dyes and chemicals.
Indian Intimate Wear Industry:India has immense growth potential for the intimate wear industry, which is evident from the entry of large international brands in the Indian market in the last few years. This market is considered to be the fastest developing sector of the fashion industry. The organized Indian innerwear market has almost doubled in the last five years. Key factors contributing to this are, growing income levels of Indians, the increased awareness aboutbetter fits, quality, brands, colors and their changing lifestyles which has restructured the category from just an intimate wear to a fashion clothing item, at least in the urban centers. This changed attitude is also because of changing dress codes and transformations in social mindset. The intimate wear market in India can be classified into super-premium,
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premium, mid-market, economy and mass market segments. A major share of the intimate wear market is held by the mid-market and economy segments, in terms of both value and volume. Due to the advent of multinational brands in the Indian market and the growth of organized retail, the premium and super–premium segment of intimate wear industry are witnessing higher growth compared to mid or low or economy segments. In view of the current situation, the premium and super premium segments of the industry are advancing following a consumer shift from economy and mid-market segments to the premium segment, while the low and economy segment is gaining from the industry being more organized but between the hardy cotton bras that can almost pass off for a blouse to the variety of fantasy lingerie exists a world of innerwear that is reshaping what till now was called the foundation wear industry. New brands, new specialised segments, new customers - it's all coming together. And the key driver is the woman who has started regarding the 'foundation' garment as a fashion one
Operational Performance:During the current period of operation, your company has shown a marked improvement as turnover has increased more than 18% in FY2013‐14 from` 3223029 Lakhs during FY 2012‐13 to` 3806067 Lakhs during FY 2013‐14. Profit after Tax of the company has decreased to ` 65.82 Lakhs during FY 2013‐14 as compared to 67.30 Lakhs during FY 2012‐13.
Outlook:Outlook on the Lingerie industry in IndiaThe Loungewear & lingerie industry in India is expected to grow at a CAGR of 10-12 % over the period 2009-2020.This growth would be led by the super-premium, premium and mid-market segment.A strong brand image, presence in retail infrastructure and diversifying into new retail formats positions the Company as integrated player in the growing domestic consumption story. With robust economic growth, high disposable income with the end-consumer and the rapid construction of organized retail infrastructure, the Company is confident that it is well placed to take advantage to the growth opportunities in the coming years.Your Company has a presence in more than 13500 retail outlets doing business with it as on 31 March, 2012 and further plans to open new Exclusive Brand outlets. Further it is the process of expanding its manufacturing Capacities with most modern manufacturing equipment and world class designing capabilities with a modern design studio.
Risk & Concerns:Your Company outsources the manufacturing of some portion of its products and is therefore dependent on third parties for production of its few products. Our Company depends partly on third party fabricators for performance of the stitching operations
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although the final assembling and labeling of products so carried out at our manufacturing stunits. As on 31 March 2013, the outsourcing manufacturing portion of the total revenue
consisted of 40%. Currently, Our Company has arrangements with various fabricators. Any delay or failure on the part of these fabricators to deliver the products in a timely manner or to meet our quality standards or fabricators to deliver the products in a timely manner or to meet our quality standards or unilateral termination of relationship by them may cause a material adverse affect on our business.
Adequacy of Internal Control System:The Company has adequate internal control systems for the business processes in respect of all operations, financial reporting, compliance with laws and regulations etc. The management information system forms an effective and sound tool for monitoring and controlling all operating parameters. Regular internal audits ensure that responsibilities are executed effectively. The Audit Committee reviews the adequacy of internal controls on regular basis.
Human Resource Development:The Company recognizes that its human resource is its strength in realizing its goals and objectives.
Cautionary Statement:The Statement in this Management Discussion and Analysis report, describing the Company's outlook, projections, estimates, expectations or predictions may be “Forward looking Statements” within the meaning of applicable securities laws or regulations. Actual results could differ materially from those expressed or implie
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CORPORATE GOVERNANCE REPORT
The detailed report on compliance by the Company of the Corporate Governance Code as incorporated in clause 52 of the Listing Agreement with the Stock Exchange is set out below:
1. Company's philosophy on code of Corporate Governance
Corporate Governance is based on the principles of transparency, disclosure, fairness, integrity, accountability and commitment to values. The Company believes in adopting the best practices in the areas of Corporate Governance.
Women's Next Loungeries Limited philosophy on Corporate Governance is to enhance the long-term economic value of the Company and its stakeholders including shareholders and society at large through attainment of highest levels of transparency, accountability, professionalism and equity in all facets of its operations.
The Company envisions being a globally preferred business associate with responsible concern for society and stakeholders value. The Company is committed to ethical values and self discipline through standards of good governance based on transparency, fairness, purposefulness, trust, responsibility, checks and balances directed at sustaining shareholders interest and overall organizational goals.
The Company will continue to focus its resources, strategies for creation and safeguarding of shareholders wealth and at the same time protect interest of all stakeholders.
The Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
Corporate Governance deals with laws, procedures, practices and implicit rules that determine a Company's ability to take informed managerial decisions vis-à-vis its claimants in particular, its shareholders, creditors, customers, the State and employees. It is about commitment to values and about ethical business conduct. There is a global consensus about the objective of `good' Corporate Governance: maximizing long term shareholder's value.
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2. Board of Directors(a) Composition and Category:
As on March 31, 2014, the Board of Directors of the Company consists of 6 (Six) Directors. The composition of the Board of Directors is as under:
(b) Outside Directorships and Committee positions:None of the Directors on the Board is a member of more than 10 committees or Chairman of more than 5 committees across all companies in which he is Director. Directors have made the necessary disclosures regarding committee positions to the Company. The details of outside directorships and chairmanship / membership in other committees as on March 31, 2014 is given below:
The Board has an appropriate mix of skill and experience. It works together as a team while encouraging diverse and healthy debate in the interest of the Company and its shareholders. It makes sure that the Company has clear goals relating to shareholders value and its growth. The Board reviews its policy from time to time to assess its relevance and suggest appropriate intervention. The Company has a judicious mix of Executive and Non-Executive Directors. At present, there are six directors on the Board, with three Executive Director. The Chairman is an Executive Director and half of the Board consists of Independent Directors.
Name of Director Category
Mr. Bhavesh T. Bhanushali Executive Director
Mrs. Premila Bhanushali Executive Director
Mr. Anand Bhanushali Executive Director
Mr. Pawan Puri Non Executive, Independent
Mr. Gaurav Arora Non Executive, Independent
Mr. Jaiprakash R. Singh Non Executive, Independent
Mr. Bhavesh T. Bhanushali - -
Mrs. Premila Bhanushali - -
Mr. Anand Bhanushali - -
Mr. Pawan Puri 4 -
Mr. Gaurav Arora 1 -
Mr. Jaiprakash R. Singh - -
Name of the DirectorsNo. Of Other
Directorships held
No. of other
Board Committee(s)
Of which He/She
is Member / Chairman
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(c) Board Meetings & Attendance of Directors at the Board meetings and Last Annual
General Meeting:
Twelve (12) Board Meetings were held during the year 2013-14.
The dates of Board Meetings were as under:
DATES OF BOARD MEETING
i) 24/04/2013 ii) 05/06/2013 iii) 12/06/2013
iv) 12/07/2013 v) 21/09/2013 vi) 14/10/2013
vii) 15/10/2013 viii) 29/10/2013 ix) 12/11/2013
x) 03/12/2013 xi) 23/01/2014 xii) 14/02/2014
The Company has held at least 1 (one) meeting in every quarter and the maximum time gap
between any two meetings was not more than 4 (four) months.
(d) Details of Director retiring by rotation and being eligible for re-appointment are as
under:
In accordance with the provisions of Section 256 of the Companies Act, 1956, Mrs. Premila
Bhanushali and Anand Bhanushali is liable to retire by rotation. They are being eligible, offers
himself for re-appointment. A brief resume and other information as required under Clause 49(VI)
(G) of the Listing Agreement in respect of the said Director are given as under:
Name of Director Premila Bhanushali Anand Bhanushali
Date of Appointment 09/01/2012* 20/01/2013*
Qualification B.COM H.S.C
Nature of expertise in Fashion Designer 5 years Experience in specific functional areas Lingerie Industry
Directorship in other 0 0Public Companies
*Change in designation from Non Executive Director to Executive Director with effect from 14th February, 2014.
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The Attendance of each Director at Board meetings and the last Annual General Meeting (AGM) is as under:
Name of the Director No. of Board Meetings Attendance at last Attended held on 26th Sept.2013
Mr. Bhavesh Bhanushali 12 Yes
Mr. Premila Bhanushali 12 Yes
Mr. Anand Bhanushali 01 No
Mr. Pawan Puri 01 No
Mr. Gaurav Arora - No
Mr. Jaiprakash R. Singh - No
List of Directors with shareholding as on March 31, 2014
Sr. NAME DESIGNATION CATAGORY No.of equity share
1 Mr. Bhavesh Bhanushali Managing Director Executive 14,83,497
2 Mrs. Premila Bhanushali Director Executive 15,000
3 Mr. Anand Bhanushali Director Executive 3
4 Mr. Pawan Puri Director Non Executive --
5 Mr. Gaurav Arora Director Non Executive --
6 Mr. Jaiprakash R. Singh Director Non Executive --
AGM
(e) Board Procedures:
The procedures with respect to Board Meetings and the Meetings of the Committee thereof are in
compliance with the requirements of the Companies Act, 1956 & 2013, the Secretarial Standards
(SS-1) prescribed for Board Meetings by the Institute of Company Secretaries of India, Listing
agreement with the stock exchange (s) and other applicable laws and regulations.
The Board meets at least once a quarter to review quarterly performance and financial results. All
material information is incorporated in the agenda papers for facilitating focused discussions at the
meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before
the meeting. The Board is also free to recommend inclusion of any matter for discussion in
consultation with the Chairman. To enable the Board to discharge its responsibilities effectively, the
members of the Board are briefed at every board meeting, on the overall performance of the
Company by functional heads. The information as contained under Clause 52 is made available to
the Board. The Board reviews compliance report of all laws applicable to the Company. Steps are
taken by the Company to rectify instances of non-compliance, if any.
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3. Committees of the BoardstAs of 31 March, 2014, your Company has two committees. They are:
a) Audit Committee. b) Shareholder's/Investor's Grievance Committee.
a) Audit Committee:
The Audit Committee of the Company is constituted in line with the provisions of Section
292A of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.
OBJECTIVE :
The Audit Committee reviews, acts and reports to the Board of Directors, inter-alia, with respect
to: · discussion and review of quarterly, half yearly and annual financial results;· review of the adequacy of the internal control system with the Management, Internal
Auditors and Statutory Auditors; · review of Company's financial reporting processes, changes in the Accounting Policies and
its compliance with regulatory guidelines; · review of financial and risk management system;· Recommendation for appointment of Statutory Auditors and the remuneration payable to
them.
The Committee also reviews the observations of the Internal and Statutory Auditors along with
thecomments and action taken thereon by the management and invites senior executives to its
meetings as and when necessary.
Composition & Meetings:
The Audit Committee is composed of Executive / Non-Executive Independent Directors as per the
requirement of Clause 49 of the Listing Agreement. The members of the Audit Committee have
requisite financial, legal and management expertise. The Finance Controller and Statutory Auditors
are invited to attend the committee meetings.
During the year under review there has been no meeting of the Audit Committee held.
* Section 292A of Companies Act, 1956 is silent about the frequency of the Audit Committee
meetings. In other words periodicity of meeting is not specified in the Section.
Frequency of the audit committee meetings has to be decided by the Board of Directors.
* Companies Act is silent about the frequency of audit committee meeting, but as per secretarial
standard and listing agreement audit committee should meet at least four times in a year and not
more than four months gap shall laps between two meeting.
* Annual General Meeting and the presence of the Chairman of the Audit Committee:
Section 292A (10) has put an obligation on the Chairman of the Audit Committee that he should
attend the annual general meeting of the company to reply in case any member/shareholder seeks
any clarifications on the matters relating to the audit only.
This means that the chairman of the audit committee is required to attend the annual general
meeting; however, the only matters which can be referred to him for clarification by the member
shareholder should be relating to the audit of the accounts for the year under reference which are
considered in the annual general meeting.
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b) Shareholder's/ Investor's Grievances Committee:
Objective:
The Company has a Shareholders'/Investors' Grievance Committee which reviews & approves:i. issue of Duplicate Share Certificates; ii. matters connected with transfer/credit of Securities iii. redressal of Investors' / Shareholders' complaints related to non-receipt of declared
dividend, transfer of shares, non-receipt of annual reports, non receipt of duplicate share certificates, etc.
c. Remuneration to Managing Director
During the year under review, provision has been made for remuneration to be paid to Mr. Bhavesh
Tulsidas Bhanushali, Managing Director of the Company Rs. 9, 00,000/- P.A (Inclusive of perquisites
& allowances).
4. CEO/CFO Certification:
The Managing Director and the person heading the finance function has certified to the board that:
Certification by
Chief Executive Officer and Chief Financial Officer
We hereby certify that:
(a) We have reviewed the Audited Financial Results and the Cash Flow Statement for the Half year stand year ended March 31 , 2014 and to the best of our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) These statements together present a true and fair view of the Company's affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company
during the period which are fraudulent, illegal or violative of the Company's Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial
reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining
to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps taken or
proposed to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit Committee:
(i) Significant changes in internal control over financial reporting during the quarter;
(ii) Significant changes in accounting policies during the quarter and the same have been disclosed
in the notes to the financial statements; and
(iii) Instances of significant fraud of which we have become aware and the involvement therein, if
any, of the management or an employee having a significant role in the Company's internal control
system over financial reporting.
Date: 28/05/2014 Sd/- Sd/-
Place: Thane Mr. Bhavesh Tulsidas Bhanushali Mr. Anil Sinha
Managing Director Manager- Account & Finance
(DIN: 03324077)
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5. Report on Corporate Governance:A separate section on Corporate Governance forms part of the Annual Report. The Company is in full compliance with all the provisions of clause 52 of Listing Agreement entered into with the Stock Exchanges.
6. The Company is compliant with the requirements as prescribed in Clause 52 of the Listing Agreement. A Certificate from the Practicing Company Secretary confirming compliance with all the conditions of Corporate Governance as stipulated in Clause 52 of the listing agreement with the Stock Exchange is annexed and forms part of this report. As far as adoption of non‐mandatory requirements are concerned, the Board has constituted a Remuneration Committee of Directors comprising of Non-Executive and Independent Directors.
7. General Body Meetingsa. Location and time when last 3 (Three) Annual General Meetings were held:
The details of the Annual General Meetings held in last three years are as under:
FINANCIAL YEAR DAY DATE TIME VENUE
2013-2014 Monday 30-09-2013 11.00A.M. Sector No. 7, Sanpada, Navi Mumbai - 400705, Maharashtra
2012-2013 Saturday 29-09-2012 11.00A.M Flat No. C-9/1;1, Plot No. 5, Sector No. 7, Sanpada, Navi Mumbai - 400705, Maharashtra
2011-2012 Friday 30-09-2011 11.00 Flat No. C-9/1;1, Plot No. 5, Sector No. 7, Sanpada, Navi Mumbai - 400705, Maharashtra
b. Special Resolutions passed at last 3 EGM (Extra Ordinary General Meetings):
Extra Ordinary Special Resolution Passed forGeneral Meeting Held on
24-08-2013 Change name of Company from ‘Shree Shiv Lingeries Private Limited To ‘Women's Next Loungeries Private Limited’
20-11-2013 Change of Registered office
Flat No. C-9/1;1, Plot No. 5,
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c. Passing of resolutions by postal ballot:
During the financial year 2013-14, no resolutions were passed through postal ballot. Further, at the forthcoming Annual General Meeting, there is no item in the agenda that needs approval by postal ballot.
8. Disclosures:
a. Disclosure on materially significant related party transactions that may have potential conflict with the interests of the Company at large:
The Company had entered into any transaction of a material nature, which will have a conflict with its interest during the year. The disclosure of related party transactions as required by the Accounting Standard (AS) 18 on 'Related Party Disclosers' issued by the Institute of Chartered Accountants of India (ICAI) is given under Note No. 22 of Notes to the Financial Statements. All the transaction covered under related party transaction were fair, transparent and at arm's length.
b. Details of non-compliance by the Company, penalties, and strictures imposed on the company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years:
There has been no instance of non-compliance by the Company on any matter related to capital markets during last three years, and hence, no penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any other statutory authority.
c. Details of compliance with mandatory requirements and adoption of non-mandatory requirements:
The Company has complied with all mandatory requirements of the Clause 49 of the Listing Agreement. The Company is adopting following non-mandatory requirements of Clause 49 of the Listing Agreement for the year 2013-14:
- Remuneration Committee
- Vigil Mechanism Policy
d. Disclosure of accounting treatment:
In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India. The significant accounting policies which are consistently applied are set out in the Annexure to Notes to accounts forming part of this Annual Report.
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e. Disclosure for Risk Management:
The company has laid down procedures to inform the Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that the executive management controls risk through means of properly defined framework.
9. Means of Communication
Quarterly results: The Company's quarterly results are displayed on its website (www.womensnext.in).
Website: The Company's website (www.womensnext.in) contains a separate dedicated section 'Investor Relations' where shareholders' information is available. The Company's
Annual Report is also available in a user-friendly and downloadable form.
Annual Report: The Annual Report containing, inter alia, Audited Annual Accounts, Directors' Report, Auditors' Report and other important information displayed on Company's website (www.womensnext.in).
BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, corporate governance report, among others are also filed electronically on the Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.
10. Code of Conduct
The Code of Business Conduct and Ethics for Directors/ Management Personnel ('the Code'), as adopted by the Board, is a comprehensive Code applicable to Directors and Management Personnel. The Code, while laying down in detail, the standards of business conduct, ethics and governance centres around the following theme:' The Company's Board and Management Personnel are responsible for, and are committed to, setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of stakeholders as also to reflect corporate, legal and regulatory developments. This Code should be adhered to in letter and in spirit'. A copy of the Code has been put on the Company's website (www.womensnext.in).
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Annual declaration By CEO / Managing Director Pursuant to Clause 52
(1)(D)(Ii) of the Listing Agreement
I, Bhavesh Bhanushali, Chairman &Managing Director of Women's Next Loungeries Limited hereby declare that all the members of the Board of Directors of the Company and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them as laid down by the Company in terms of Clause 52(1) (D) (ii) of the Listing Agreement entered into with the Stock Exchanges for the financial year ended 31st March, 2014.
FOR Women's Next Loungeries Limited
Sd/-
Bhavesh Bhanushali
(Chairman & Managing Director)
Place: Thane
Date: 28th May, 2014
11. General Shareholder Information
Annual General Meeting: thDay, Date & Time: 29 September, 2014 AT 3.30 PM
Venue : Gala no. 108, 109, Building no. D-5,
1st Floor, Harihar Compound, Dapode Village,
Near Mankoli Naka, Bhiwandi-421302st sta. Financial Year: April 1 , 2013 to March 31 , 2014rd thb. Book Closure Date: 23 September, 2014 to 29 September, 2014
c. Listing on stock Exchange: SME Platform of BSE Limited
d. Scrip Code: 535218
e. NSDL/CDSL-ISIN: INE174Q01011
f. CIN Number: U18204MH2010PLC211237
g. Registrar and Share Transfer Agent: Link intime india private limited
C-13, Pannalal Silk Mills Compund, L.B.S Marg,
Bhandup (West), Mumbai-400078
i. Dividend payment date: No dividend has been declared for the year 2013-2014
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j. Shareholding Pattern as on 31st March 2014:
Sr. No. Category No. of Shares % Holding
1. Anand Khimji Bhai Bhanushali 3 0.00
2. Anilkumar H Sinha 300 0.02
3. Bhavesh T Bhanushali 1483497 98.90
4. Mala Sureshkumar Jain 300 0.02
5. Mohan Surji Mav 300 0.02
6. Neepa Mohan Mav 300 0.02
7. Premila Bhavesh Bhanushali 15000 1.00
8. Suresh Jivraji Jain 300 0.02
k. Dematerialization of shares and liquidity:
Mode of Holding % age
CDSL 100%
All the Shares of Company's paid-up Equity Share Capital has been dematerialized up to March 31, 2014. Trading in Equity Shares of the Company is permitted only in dematerialized form.
l. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion dates and likely impact on equity. :
NIL
m. Plant Locations: 101-105, Indian Complex, Building No.28, 1st Floor,Dapode Village, Bhiwandi- 421329
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n. Address for Correspondence:
Company: Women's Next Loungeries LimitedGala no. 108, 109, Building no. D-5, 1st Floor, Harihar Compound,Dapode Village, Near Mankoli Naka, Bhiwandi-421302.Tel: 02522-344073E-mail: [email protected], Website: www.womensnext.in
Registrar and Share Transfer Agent:Link intime india private limited
C-13, Pannalal Silk Mills Compund, L.B.S Marg, Bhandup (West), Mumbai-400078 Tel: +91 22 259678787 Fax: + 91 22 25960329 Email: [email protected], Website: www.linkintime.co.in
DECLARATION
As provide under Clause 52 of the Listing Agreement with the Stock Exchange, all Board members and senior management personnel have affirmed compliance with Women's Next Loungeries Limited Code of Business Conduct and Ethics for the year ended March 31, 2014.
FOR Women's Next Loungeries Limited
Sd/-Bhavesh Bhanushali(Chairman & Managing Director)Place: ThaneDate: 28th May, 2014.
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Certificate on Corporate Governance
To,The Members,Women's Next Loungeries Limited
We have examined the compliance of conditions of Corporate Governance by Women's Next stLoungeries Limited ('the Company'), for the year financial ended 31 March, 2014 as
stipulated in Clause 52 of the Listing Agreement of the Company with the Stock Exchanges in India.
The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion of the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has compiled with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
FOR JAIPRAKASH R SINGH & ASSOCIATES
Sd/-COMPANY SECRTARIES
Jaipraraksh R Singh (Proprietor)C.P.N. 4412
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INDEPENDENT AUDITOR'S REPORT
TO,THE MEMBERS OFWOMEN'S NEXT LOUNGERIES LIMITED
We have audited the accompanying financial statement of M/S WOMEN'S NEXT LOUNGERIES LIMITED (Formerly Known SHREE SHIV LINGERIES PRIVATE LIMITED)
stas on 31 March, 2014 (the company), which comprise the Balance Sheet as at March 31, 2014, the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Companies Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards notified under the
thCompanies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
AUDITORS RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedure selected depends on the auditor's judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
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OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India. (a) In the case of Balance Sheet, of the state of affairs of the company as at March 31, 2014 (b)In the case of the statement of Profit and Loss, of the profit of the Company for the year ended on that date; and (c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies ( Auditor's Report) Order,2003 ( the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.
2. As required by Section 227(3) of the Act, we report that: a. We have obtained all the information and explanation which to the best of our
knowledge and belief were necessary for the purpose of our audit; b. In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account d. In our opinion, the Balance Sheet, the Statement of Profit & Loss, and the Cash Flow
Statement comply with Accounting Standards notified under the Act read with the thGeneral Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate
Affairs in respect of Section 133 of the Companies Act, 2013 e. On the basis of the written representation received from the directors as on March
31, 2014 taken on record by Board of Directors, none of the director is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1) (g) of the Act
For SANTOSH GUPTA & CO Chartered Accountants (Registration No. 009713N)
Sd/-MANOJ KUMAR
PartnerMembership No. 108603
Place: MumbaiDate: May 28, 2014
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 432 |
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in paragraph 1 under the heading of “Report on other Legal and Regulatory Requirements” of our report of even date
1. In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.
(b) As explained to us, all the fixed assets have been physically verified by the management in accordance with a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.
(c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.
2. In respects of its inventories:
(a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.
3. (a) According to information and explanations given to us and on the basis of our examination of books of account, the Company has not granted loans, secured or unsecured, granted to companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956. Consequently, the provisions of clauses 3(b), 3(c) and 3 (d) of the order are not applicable to the Company.
(d) According to information and explanations given to us and on the basis of our examination of books of account, the Company has not taken loans, secured or unsecured, granted to companies, firm or other parties listed in the register maintained under section 301 of the companies Act, 1956. Consequently, the provisions of clauses 3(f) and 3(g) of the order are not applicable to the Company.
4. In our opinion, and according to the explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct the major weakness in the internal control system.
5. In respect of the contracts or arrangements referred to in section 301 of the companies Act,1956:
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 433 |
(a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs.5, 00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.
6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of clause (vi) of paragraph 4 of the order are not applicable to the Company.
7. The company does not have a formal Internal Audit department as such, however the control procedures enables reasonable internal checking of its financial and other records which is commensurate with the size of the business.
8. We have been informed that Central Government has not prescribed maintenance of cost records under the Section 209(1) (d) of the Companies Act, 1956
9. In respect of statutory dues
(a) According to the record, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Funds, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with appropriates authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respects of such
stStatutory dues which have remained outstanding as at 31 March, 2014 for the period more than six month from the date they became payable.
(b) Accordingly information given to us, there is no Disputed Income tax, Sales tax, Wealth tax, Service tax, Customs Duty and Excise Duty.
10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.
11. Based on our audit procedure and according to the information and the explanation given by the management, we are of the opinion that the Company has not defaulted in payment of its dues to financial institution and banks.
12. Based on examination of records and the information and the explanation given by the management, the Company has not granted any loans or advance on the basis of security by way of pledge of share, debentures or other securities.
13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the Company.
14. The Company is not dealing or trading in shares, securities, debenture or other investments. The Company has not held any investment during and at the end of the financial year.
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 434 |
15. The Company has not given guarantees for any loan taken by others from any banks and financial institutions.
16. According to the information and expiations given to us, the company has raised new term loan during the year. The term loans raised during the year have been applied for the purposes for which they were raised.
17. According to the information and expiations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that there are no funds raised on short- terms basis that have been used for long-term investment.
18. According to the information and explanations given to us, the Company has not made any preferential allotment of share to parties and companies covered in the register maintained under Section 301 of the year.
19. According to the information and expiations given to us, during the period covered by our audit report, no debentures have been issued.
20. The Company has initiated an IPO issue from March 28, 2014 to April 7, 2014 on the Small & Medium Enterprises platform of the Bombay Stock Exchange.
21. In our opinion and according to the information to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.
For SANTOSH GUPTA & CO
Chartered Accountants
(Registration No. 009713N)
Sd/-
MANOJ KUMAR
Partner
Membership No. 108603
Place: Mumbai
Date: May 28, 2014
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 435 |
As at 31 March, 2014 As at 31 March, 2013
A EQUITY AND LIABILITIES
1 Shareholders’ funds (a) Share Capital 15,000,000
5,000,000
(b) Reserve & Surplus 7,053,157
10,471,423
TOTAL (I) 22,053,157
15,471,423
2 Share Application Money Pending Allotment -
-
3 Non-current liabilities
(a) Long-term borrowings 807,618
57,000,000
(b) Deferred Tax Liabilities (net) 58,980
-
TOTAL (II) 866,598
57,000,000
4 Current liabilities(a) Short-term borrowings 107,857,891
55,102,875
(b) Trade payables 38,598,253
124,773,463
(c) Other current liabilities 3,907,111
4,363,745
(d) Short-term provisions 3,563,760
4,850,000
TOTAL (III) 153,927,015
189,090,082
TOTAL (I+II+III) 176,846,770
261,561,505
B ASSETS1 Non-current assets
(a) Fixed assets(i) Tangible assets 11,362,598
10,306,146
TOTAL (I) 11,362,598
10,306,146
(b) Other non-current assets 843,400
117,600
TOTAL (II) 843,400
130,700
2 Current assets(a) Inventories 96,045,908
107,545,120
(b) Trade receivables 64,127,876
140,110,452
(c) Cash and cash equivalents 431,382
57,681
(f) Short-term loans and advances 4,035,606
3,411,406
TOTAL (III) 164,640,772
251,124,659
TOTAL (I+II+III)- 176,846,770 261,561,505
Particulars(Amount in Rupees)
In terms of our report attached of even date
For M/s SANTOSH GUPTA & CO. For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn.No:009713N
MANOJ KUMAR Bhavesh Bhanushali Anand Bhanushali Partner Managing Director DirectorMembership No.108603 ( DIN No. 03324077 ) ( DIN No.06733252)
Place: MumbaiDate : 28/05/2014 Manager-Account & Finance
Anil Sinha
Sd/- Sd/-Sd/-
Sd/-
Balance Sheet as at 31st March, 2014
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 436 |
For the year ended
31 March, 2014
For the year ended
31 March, 2013A CONTINUING OPERATIONS
1 Revenue from operations (gross) 380,666,668
322,329,189
Less: Excise duty -
-
Revenue from operations (net) 380,666,668
322,329,189
2 Other income 157,614
-
3 Total revenue (1+2) 380,824,282
322329189
4 ExpensesCost of Raw Material Consumed 343,378,971
329,778,494
Changes in inventories of finished goods, work-in-progress and stock-in-trade
-1,829,407 -41,840,333
Employee benefits expense 3,701,514
3,839,670
Finance costs 11,331,388
8,369,887
Depreciation and amortisation expense 453,083
423,645
Preliminary expenses W/off 39,200
39,200
Other expenses 13,231,629 11,978,593
Total expenses 370,306,378
312,589,156
5 Profit / (Loss) before exceptional and extraordinary items
and tax (3 - 4)
10,517,904 9,740,033
6 Extraordinary items / Exceptional Item - -
7 Profit / (Loss) before tax (5-+ 6) 10,517,904
9,740,033
8 Income Tax Expense:Provision for Current Tax 3,563,760
3,000,000
Current tax pertaining to earlier years 300,330
-
Deferred tax 72,080 10,000
3,936,170
3,010,000
9 Profit After Tax (7-8) 6,581,734
6,730,033
10 Earning Per Share (Face Value of Rs.10 each)
Basic (In Rupees) 4.39
4.49
Diluted (In Rupees) 4.39
4.49
Particulars
In terms of our report attached on even date
For M/s SANTOSH GUPTA & CO. For and on behalf of the Board of DirectorsChartered Accountants(Firm Regn.No:009713N)
MANOJ KUMAR Bhavesh Bhanushali Anand BhanushaliPartner Managing Director DirectorMembership No.108603 ( DIN No. 03324077 ) ( DIN No.06733252)
Anil SinhaPlace : Mumbai Manager-Account & FinanceDate : 28/05/2014
(Amount in Rupees)
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 437 |
Sd/-
Sd/- Sd/-Sd/-
Statement of Profit and Loss for the year ended 31st March, 2014
Sd/- Sd/-Sd/-
Sd/-
Cash Flow Statement for the year ended 31st March, 2014
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 438 |
1 Corporate Information
M/s Women's Next Loungeries Limited is engaged in the Business of Manufacturing of
Ladies undergarments & allied activities
2. Significant accounting policies
2.1 Basis of accounting and preparation of Financial statements
The financial statements of the Comapany have been prepared in accordance with the
Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the
Accounting Standard notified under the Companies (Accounting Standards) Rules,2006
( as amended ) and the relevant provisions of the Companies Act,1956. The Financial
statements have been prepared on accrual basis under the histrorical cost convention.
The accounting policies adopted in the preparation of the financial statements are
consistent with those followed in the previous year.
2.2 Use of Estimates :
The preparation of the financial statements in conformity with the Indian GAAP requires
the Management to make estimates and assumptions considered in the reported
amounts of assets and liabilities and the reported income and expenses during the year.
The Management believes that the estimates used in preparation of the financial
statements are prudent and reasonable. Future results could differ due to these
estimates and the diffrences between the actual results and the estimates are
recongnised in the periods in which the results are known/ materialise.
2.3 Presentation and discloser of Financial Statement :
During the year ended 31st March 2014, the revised Schedule VI notified under the
companies act,1956 has become applicable to the company, for preparation and
presenttaion of its financial statements. The Adoption of revised Schedule VI does not
impact recognition and measurement Principals followed for presentation of financial
statements.However it has significant impact on presenttaion and disclosure made in the
financial statements. The company has also reclassified the previous year figures in
accordance with the requirement applicable in the current year.
2.4 Depriciation and Amortization :
Depreciation on fixed assets is provided on WDV method at the rates and in the manner
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 439 |
Notes Forming part of the financial statements for the financial year 2013-14
specified in schedule XIV of the Companies Act, 1956.
2.5 Taxes on income :
Income Taxes are computed using the tax effect accounting method where taxes are
accured in the same period in which the related revenue and expenses arise. A
provision is made for income annually based on the tax liability computed. Taxes
comprise both current and deferred tax. The tax effect of the timing difference that
result between taxable income and accounting income and are capable of reversed in one
or more subsquent periods are recorded as a deffered tax asset or deferred tax liability.
2.6 Investments :
Investmenst clssified as long term investments are stated at cost. Provision is made to
recongnise any diminution, other than temporary, in the value of such investments.
Current investments are carried at lower of cost and fair value.
2.7 Foreign Exchange Trade I :
Transactions in foreign Currency are recorded at the rates of exchange prevalling at the
date of transactionsII.Monetary Items denominated in foreign currencies at the balance
sheet are translated at the balance sheet date ratesIII.Any income or expenses on account
of exchange difference either on settlement or on translation at the balance sheet date is
recognised in profit & loss statement in the year in which it arises
2.8 Borrowing Cost :
Borrowing Costs, which are directly attributable to the acquisition, construction or
production of qualifying assets are capitalised as a part of the cost of the assets. Other
borrowing costs are recognised as expenses in the period in which they are incurred.
2.9 Earnings per share :
In determining earning per share, the company considers net profit after tax. The
number of shares used in computing basic earning per share is the weighted average
number of shares outstanding during the period. The number of shares used in
computing diluted earning per share comprises the weighted average shares considered
for deriving basic earning per share, and also the weighted average number of equity
shares that could have been issued on the conversion of all dilutive potential equity
shares.
3.0 Impairment of assets :
The carrying value of assets is viewed for impairment, when event or change in
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 440 |
circumstance indicate that the carrying values may not be recoverable. In addition, at
each balance sheet date, the company assesses whether there is any indication that an
assets may be impaired. if any such indication exist, the assets recoverable amount is
estimated an impaired loss is recognised whenever the carrying amount of an assets
exceed its recoverable amount. the recoverable amount is the greater of the net selling
price and value in use,in assessing value in use, the estimated future cash flow are
discounted to their present value based on an appropriate discount factor.
3.1 Provision, Contingent Liablities and Contingent Assets:
Provisions are recognised when the company has legal and constructive obligation as a
results of past event, for which it probable that a cash outflow will be required and a
reliable estimate can be made of the amount of the obligation. Contingent Liablities are
disclosed when the company has possible obligation or apresent obligation and it is
probable that cash outflow will not required to settle the obligation . Contigent assets are
nither recognized nor disclosed.
3.2 Inventories :
Inventories are valued at lower of cost or Net relizable value
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 441 |
Note 2: Share capital Particulars
Number of
shares
Amount in
Rupees
Number of
shares Amount in Rupees
(a) AuthorisedEquity shares of Rs10 each with voting rights 4,000,000
40,000,000
1,000,000
10,000,000
(b) IssuedEquity shares of Rs.10 each with voting rights 1,500,000
15,000,000
500,000
5,000,000
1,500,000
15,000,000
500,000
5,000,000
(c) Subscribed and fully paid upEquity shares of Rs.10 each with voting rights 1,500,000
15,000,000
500,000
5,000,000
1,500,000
15,000,000
500,000
5,000,000
Total 1,500,000
15,000,000
500,000
5,000,000
Notes:
Particulars As at 31 March,
2014 (Nos)
As at 31 March,
2013 (Nos)
Opening 500,000 500,000 Add: Issued During the year 1,000,000 - Closing 1,500,000 500,000
Class of Shares/ Name of Shareholder Number of
shares held
% of holding in
that class of
shares
Number of
shares held
% of holding in
that class of
shares Equity shares with voting rightBhavesh Bhanushali 1,483,497 98.90% 495,000 99.00%
(iii) Details of shares issued for consideration other than cashOf the above 1,000,000 (Previous year:Nil) shares have been issued as bonus shares.
As at 31 March,
2014
As at 31 March,
2013 Amount in
Rupees Amount in Rupees
Opening balance 10,471,423 3,741,390 Less: Bonus Issue -10,000,000
6,581,734
6,730,033
Closing balance Total (b) 7,053,157
10,471,423
Total (a+b) 7,053,157
10,471,423
NOTE : 4 LONG TERM BORROWINGS
PARTICULARS As at 31 March,
2014
As at 31 March,
2013
SECURED
From Banks (Term Loan) 807,618 - (A) 807,618
-
UNSECURED
Inter-Corporate Deposits - 57,000,000 (B) -
57,000,000
(A) + (B) 807,618 57,000,000
Note: Term loan is secured against plant and machinery and is repayable over 3 years.
As at 31st March 2013
Note 3: Reserves and Surplus
(a) Surplus / (Deficit) in Statement of Profit and Loss
As at 31st March 2014
Add: Profit / (Loss) for the year
(ii) Details of shares held by each shareholder holding more than 5% shares:
As at 31 March, 2014 As at 31 March, 2013
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
Particulars
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 442 |
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 443 |
Note 5: Short Term Borrowings
PARTICULARS As at 31 March,
2014
As at 31 March,
2013
SECURED
Punjab National Bank - CC Acount 107,857,891 55,102,875
( Secured against hypothecation of Stock and
Book Debts and Personally guaranteed by
Directors and repayable on demand)
Total 107,857,891
55,102,875
Note 6: Trade Payables
As at 31 March,
2014
As at 31 March,
2013 Trade PayablesSundry Creditors For Goods 38,598,253
124,773,463
-
Total 38,598,253
124,773,463
Note 7: Other current liabilities
As at 31 March,
2014
As at 31 March,
2013 Other payables
Statutory remittances 530,729
-
Other payables 1,114,783
1,579,402
Deposits 2,136,599
2,386,068
Factory rent payable 125,000
-
Sundry Creditors For Capital Goods -
357,870
Advance from customer -
40,405
Total 3,907,111
4,363,745
Note 8: Short Term Provision
As at 31 March,
2014
As at 31 March,
2013
Provision for Income Tax 3,563,760
4,850,000
-
-
Total 3,563,760
4,850,000
Particulars
Particulars
Particulars
Not
e 9:
Fix
ed A
sset
Par
ticul
ars
Add
ition
sD
educ
tions
/A
djus
tmen
ts
(A) T
angi
ble
Ass
ets
Air
Con
ditio
ners
33,0
00
20,8
88
-
53,8
88
8,62
6
6,29
6
14,9
22
38,9
66
24,3
74
Furn
iture
s &
Fix
ture
s39
2,71
0
41,1
00
-
433,
810
97,1
65
58,2
60
-
155,
425
278,
385
295,
545
Pla
nt &
Mac
hine
ry2,
126,
499
255,
000
-
2,38
1,49
9
524,
182
231,
621
-
755,
803
1,62
5,69
6
1,60
2,31
7
Sto
rage
Cra
tes
390,
021
-
-
390,
021
95,4
55
40,9
74
-
136,
430
253,
591
294,
566
Com
pute
r & P
rinte
r10
2,71
8
104,
203
-
206,
921
49,6
90
54,2
54
-
103,
944
102,
977
53,0
28
Ele
ctric
Inst
alla
tion
206,
190
405,
682
-
611,
872
39,0
63
61,6
78
-
100,
741
511,
131
167,
127
Gal
a 7,
869,
190
682,
662
-
8,55
1,85
2
-
-
-
-
8,55
1,85
2
7,86
9,19
0
11,1
20,3
28T
otal
Tan
gibl
e A
sset
s
1,
509,
535
-
12,6
29,8
63
814,
182
453,
084
-
1,
267,
265
11
,362
,598
10,3
06,1
46
-
-
-
-
-
-
-
-
-
-
Tot
al In
tang
ible
Ass
ets
-
-
11,1
20,3
28T
otal
(A+B
)
1,
509,
535
-
12,6
29,8
63
814,
182
453,
084
-
1,26
7,26
5
11,3
62,5
98
10
,306
,146
Pre
viou
s Y
ear
3,03
1,80
3
8,08
8,52
5
-
11
,120
,328
39
0,53
7
42
3,64
5
-
814,
182
10,3
06,1
46
2,
641,
267
As
at M
arch
31,
20
14A
s at
Apr
il 1,
20
13Fo
r th
e ye
ar
Gro
ss B
lock
Dep
reci
atio
nN
et B
lock
Ded
uctio
ns/
Adj
ustm
ents
As
at M
arch
31
, 201
4A
s at
Mar
ch
31, 2
014
As
at M
arch
31
, 201
3A
s at
Apr
il 1
2013
--
--
AN
NU
AL
RE
PO
RT
20
13
-2
01
444
|
Note 10 Other-Non Current Assets
As at 31 March,
2014
As at 31 March,
2013 Mise Expenses to the extent not w/off Opening Balance 117,600 156,800Add : Incurred During the year 765,000 -Less : Written off During the year -39,200 -39,200
Total (a+b) 843,400 117,600
Note 11 Trade receivables
As at 31 March,
2014
As at 31 March,
2013 Exceding Six Month: Secured, Considered good -
-
Unsecured, Considered good -
18,224,486
Doubltful -
-
Sub Total (a) -
18,224,486
Other: Secured, Considered good -
-
Unsecured, Considered good 64,127,876
121,885,966
Doubltful -
-
Sub Total (b) 64,127,876
121,885,966
Total (a+b) 64,127,876
140,110,452
Note 12 Cash and Cash equivalents
As at 31 March,
2014
As at 31 March,
2013 Cash on hand 431,382
57,681
Total 431,382
57,681
Particulars
Particulars
Particulars
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 445 |
Note 13 Short-term loans and advances As at 31 March,
2014
As at 31 March,
2013 (a) Loans & Advances to Related Parties
Secured, considered good -
-
Unsecured, considered good -
-
Total (a) -
-
(b) Balances With Government Authorities Unsecured, Considered Good 98,928
1,905,429
-
-
Total (b) 98,928
1,905,429
(c) Other AdvancesDeposits (Others) 1,034,900
344,500 Others advances 2,901,778
1,161,477
Total (c) 3,936,678
1,505,977
Total(a+b+c) 4,035,606
3,411,406
Note 14 Revenue from operations As at 31 March,
2014
As at 31 March,
2013 Sale of goodsSales less Returns 380,666,668 322,329,189
-
-
Total 380,666,668
322,329,189
Note 15 Other Income
As at 31 March,
2014
As at 31 March,
2013 Discount Received (Net) 151,460
-
Interest Income 5,509
-
Miscellaneous Income 645
-
Total 157,614
-
Note 16 Cost of Raw Material Consumed As at 31 March,
2014
As at 31 March,
2013 Opening Stock 23,625,363 8,256,675 Purchases during the year 330,050,352
345,147,182
Closing Stock -10,296,744
-23,625,363
343,378,971
329,778,494
Note 17 Change in Inventories of Finished goods, work in progress and stock in trade As at 31 March,
2014
As at 31 March,
2013 Inventories at the end of year:Stock in trade 85,749,164
83,919,757
85,749,164
83,919,757
Inventories at the beginning of the yearStock in trade 83,919,757
42,079,424
83,919,757
42,079,424
Net (increase) / decrease -1,829,407
-41,840,333
Particulars
Particulars
Particulars
Particulars
Particulars
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Note 18 Employees Benefits Expenses As at 31 March,
2014
As at 31 March,
2013 (a) Salary & Wages
Salary and Wages to Office Staff 2,360,414 2,139,753 Director Remuneration 1,200,000
1,599,000
Total (a) 3,560,414
3,738,753
(b) Staff Welfare Expense
Other Staff Welfare Expenses 141,100
100,917 Total (b) 141,100
100,917
Total (a+b) 3,701,514
3,839,670
Note 19 Finance Costs As at 31 March,
2014
As at 31 March,
2013 Interest Expense on Borrowings
Bank Interest 10,897,888
8,116,440
Bank Charges 406,894
189,161
Interest to Others 26,606
64,286
Total 11,331,388
8,369,887
Note 20 Other expenses As at 31 March,
2014
As at 31 March,
2013 Manufactring Expenses:Direct Manufacturing Expenses 5,285,038
6,425,880
5,285,038 6,425,880 Other Expenses:
Auditors Remuneration
Statutory Audit Fees 168,540
15,000
Tax Audit Fees 28,090
15,000
Taxatiion and Other Matters -
30,000
Rent paid 125,000
125,000
Advertisment, Sales Promotion and Incentive 2,835,097
1,970,891
Rates and taxes 65,014
-
Commission Expenses -
273,800
Equipment hire charges 125,000
-
Royalty for trademark 500,000
273,800
Travelling & Conveyance 597,639
483,074
Transport Charges 967,462
955,746
Insurance Charges 409,541
239,400
Refreshment Expenses 285,641
165,277
Security Charges 103,343
90,000
Motor Car Expenses 110,835
88,540
Printing and Stationary 63,714
51,725
Legal and professional 1,007,798
237,440
Repairs and Maintenance 221,421
119,279
Bad Debts 87,372
-
Telephone Expenses 118,975
98,764
Miscellaneous Expenses 126,109
319,977
7,946,591 5,552,713
Grand Total 13,231,629
11,978,593
Note 21 Deferred Tax As at 31 March,
2014
As at 31 March,
2013
WDV as per Income Tax 11,189,077
10,165,795
WDV as per Companies act 11,362,598
10,306,146
Other Items -178,892
Difference (DTL) 173,521 38,541
Closing Deferred Tax (Asset) / Liabilities 58,980 -13,100Opening Balance (DTA) 13,100 23,100Deferred tax (income)/ expense in P&L 72,080 10,000
Particulars
Particulars
Particulars
Particulars
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 447 |
The earnings per share is calculated by dividing the net profit/(loss) for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.
Note 21: Estimated amount of contracts remaining to be executed on capital account and not provided for is NIL ( P. Y. NIL ).
Note 22: Related Party DisclosureA) Related Parties with whom transactions have taken place during the year under audit is as follows :
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 448 |
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 449 |
Proxy form
Form No. MGT‐11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN : U18204MH2010PLC211237
Name of the company : WOMEN'S NEXT LOUNGERIES LIMITED
Registered office : 101-105, Indian Complex, Building No.28, 1st Floor, Dapode Village, Bhiwandi-421329
Name of the Shareholder (s) : ___________________________________________________________________
Registered Address : ____________________________________________________________________________
____________________________________________________________________________
Email Id : ____________________________________________________________________________
Folio No. / Client Id : ____________________________________________________________________________
DP Id : ____________________________________________________________________________
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E‐mail Id : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature :……………., or failing him
2. Name : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E‐mail Id : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature :……………., or failing him
3. Name : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Address : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E‐mail Id : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signature :…………….,
thas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 4 Annual general meeting of the members of the company, to be held on the Monday 29th of September 2014 at Gala no. 108, 109, Building no. D-5, 1st Floor, Harihar Compound, Dapode Village, Near Mankoli Naka, Bhiwandi-421302 and at any adjournment thereof in respect of such resolutions as are indicated below:
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 450 |
1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.
2. To appoint a Director in place of Mrs. Premila Bhanushali, who retires by rotation and, being eligible, offers himself for re-appointment.
3. To appoint a Director in place of Mr. Anand Bhanushali , who retires by rotation and, being eligible, offers himself for re-appointment.
4. To appoint M/s. Santosh Gupta & Co., Chartered Accountants as Statutory auditors of the Company and fix their remuneration.
5. To appoint Mr. Rajesh Bhanushali as an Independent Director.
6. To appoint Mr. Mahipal Budheliya as an Independent Director.
7. To adopt new articles of association of the Company.
Signed this…… day of……… 2014
__________________________Signature of shareholder Affix
Revenue Stamp
_________________________Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
A N N U A L R E P O R T 2 0 1 3 - 2 0 1 451 |
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