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Lux Industries Ltd.

BSE: 539542 | NSE: LUXIND | Series: NA | ISIN: INE150G01020 | SECTOR: Textiles - Processing

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Annual Report

For Year :
2018 2017 2016 2015

Director’s Report

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2018.

1. Financial Highlights

(Rs.in lakhs)

Particulars

Standalone

Consolidated

March 31,2018

March 31,2017

March 31,2018*

Revenue from Operations (Gross)

1,13,775.16

95,796.85

1,13,775.16

Other Income

173.11

161.69

173.56

Total Revenue

1,13,948.27

95,958.54

1,13,948.72

Profit Before Tax

12,237.60

9,213.45

12,237.73

Tax Expense (Including Deferred Tax)

4,314.13

3,248.50

4,314.16

Profit after Tax

7,923.47

5,964.95

7,923.56

Other Comprehensive Income

(20.31)

(3.94)

(20.31)

Total Comprehensive Income

7,903.16

5,961.00.

7,903.25

*Note: In the financial year 2017-18, Artimas Fashions Private Limited became the wholly owned subsidiary of your company and thus Consolidation of accounts was not applicable for the financial year 2016-17

2. Operating & Financial Performance

Your company delivered another year of steady performance despite of transforming changes made by the Government in the economic environment. This year the Company’s total revenue crossed RS.1000 crores mark as against RS.950 crores in the previous year. Profit before Tax is RS.122.38 crores as against RS.92.13 crores in the previous year. The Net Profit after tax is RS.79.23 crores as against RS.59.65 crores for the previous year. The earnings per share isRS.31.38 against RS.23.62 in the previous year.

Post the hiccups faced during the initial implementation of the GST, the Government of India has done a commendable job in normalizing the effect of GST implementation considering its scale.The organised sector has been the major beneficiary of the GST as the compliance cost of the un-organised sector has increased and the price difference between organised and unorganised sector has reduced. Company expects the organised players to grow at a much faster rate due to Economies of Scale and Superior Manufacturing Technology and increasing Brand Consciousness.

The Dankuni Plant of your Company having an area of 5 lakhs square feet is now running at optimum utilizations, combining with cost efficiency measures has helped Company to improve margins. The Company has its other manufacturing capacities at Dhulagarh, Ludhiana and Tirupur. The Company has its sales offices in almost all over the country.

There is no change in the nature of the business of the Company. There was no significant and material order passed by regulators or courts or tribunal impacting the going concern status and Company’s operation in future.

All factories of the Company had been working efficiently during the year. Safety measures and processes have been installed and improved upon at all plants and work sites.

3. Composite Scheme of Arrangement

During the year under review, your Directors had proposed the Composite Scheme of Arrangement under Section 230 to 232 of the Companies Act, 2013 (the ‘Scheme”) for Amalgamation of Transferor Companies i.e. J.M. Hosiery & Co. Limited and Ebell Fashions Private Limited into Transferee Company i.e. Lux Industries Limited. The Appointed Date of the Scheme is April 1, 2018. The Scheme is subject to requisite approvals, including the sanction of the National Company Law Tribunal.

4. Performance of Subsidiary Companies

Artimas Fashions Private Limited became the wholly owned subsidiary of Lux Industries Limited in the financial year 2017-18 and this Company will manufacture premium innerwear, socks and sleepwear under the brand name of One8- Brand of Indian Cricket Team’s Captain Virat Kohli.

5. Dividend

Over the years, Lux has consistently followed a policy of paying high dividend, keeping in mind the cash-generating capacities, the expected capital needs of business and strategic considerations. For Financial Year 2017-18 the Board is pleased to recommend a dividend @ 100% (RS.2.00/-) on 25,253,000 Equity Shares of RS.2/- each. [Previous year, the total dividend was declared @ 70%, i.e. RS.1.40/- each on 25,253,000 Equity Shares of RS.2/- each]. Payment of dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is annexed herewith as “Annexure-A”.

6. Capacity Expansion

During the financial year 2017-18 the Dankuni Plant of your company having an area of 5 lakhs square feet is now running at optimum utilizations, combining with cost efficiency measures have helped Company to improve margins. Company has the lowest conversion cost while manufacturing hosiery in our industry

7. First Year of implementation of Indian Accounting Standards

This is the first year of implementation of the Indian Accounting Standards. The financial statements for the year ended on March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014. The financial statements for the year ended on March 31, 2017 have been restated in accordance with IND AS for comparative information.

8. Material Changes and Commitments

No material changes and commitments have occurred from the date of the close of the financial year till the date of this Report, which affects the financial position of the company

9. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this report.

10. Share Capital

During the year under review, the Company has redeemed its 56,00,000 Non-Convertible Redeemable Preference Shares of RS.100 each at par which was issued to Promoter group Companies.

11. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profit in the profit & loss account.

Futher during the year under review amount of RS.56 crores transferred to capital redemption reserve as per the provision of Companies Act, 2013 for redemption of preference shares.

12. Transfer to Investor Education and Protection Fund

During the financial year under review, your Company has transferred unpaid/unclaimed dividend, amounting to RS.2,14,982/- for Financial Year 2009-10 to the Investor Education and Protection Fund (IEPF) of the Central Government of India.

Dividend which remains unclaimed which was declared for the year ended March 31, 2011 at the Annual General Meeting held on September 30, 2011 will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government by November, 2018 pursuant to the provisions of the section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claim with the IEPF Authority following the appropriate rules in this regard.

Shareholders may claim their unclaimed dividend for the years prior to and including the financial year 2009-10 and the corresponding shares, from the IEPF Authority by applying in the prescribed Form No. IEPF- 5. This Form can be downloaded from the website www.iepf.gov.in.

3,705 Equity shares in respect of 45 folios corresponding to the dividend for the year ended on March 31, 2010 which remained unclaimed for seven consecutive years has also been transferred to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017 after giving individual notices to concerned Shareholders and advertisements in newspapers.

Equity Shares corresponding to the dividend declared for the year ended on March 31, 2011 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within October 31, 2018. Individual notices has been sent to the concerned Shareholders to claim their dividend and Notices have also been published in the newspapers in this regard. The advertisement is also available on the website of the Company. Attention in particular drawn that the unclaimed dividend for the finanicial year 2010-11 and corresponding shares will due for transfer to IEPF on 7th November, 2018.

List of shareholders whose dividend remained unclaimed are available on the website of the company www.luxinnerwear.com under heading Investors Section. Shareholders are requested to check their unpaid dividend from the list and contact the Registrar & Share Transfer Agent or Company Secretary to encash these unpaid dividends.

Details of Unclaimed/Unpaid Dividend

Year

Dividend Type

Dividend

Date of declaration

Due date for Transfer to IEPF

2010-2011

final

2.20

September 30, 2011

November 07, 2018

2011-2012

final

2.20

September 28, 2012

November 05, 2019

2012-2013

final

2.20

September 27, 2013

November 04, 2020

2013-2014

final

3.00

September 26, 2014

November 03, 2021

2014-2015

final

6.00

September 26, 2015

November 03, 2022

2015-2016

interim

6.00

March 12, 2016

March 19, 2023

2015-2016

final

1.00

September 27, 2016

November 04, 2023

2016-2017#

final

1.40

September 21, 2017

October 28, 2024

#Note: For the financial year 2016-17, the Company declares dividend on the face value of RS.2/- each and dividend declared in the previous financial years were at the face value of RS.10/-each.

The Company is sending periodic communications to the concerned shareholders, advising them to lodge their claims with respect to unclaimed dividend. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company

Unclaimed Shares

As per Regulation 34 (3) read with Schedule V of the Listing Regulations, the details of the shares in the Unclaimed Suspense Account of Lux Industries Limited is as follows:

Outstanding Shares

Number of

Number of

Outstanding

That the voting

in the suspense

shareholders

shareholders to

Shares in the

rights on these

account lying at the

who approached

whom shares were

suspense account

shares shall remain

beginning of the

the Company for

transferred from

lying at the end of

frozen till the

year

transfer of shares

suspense account

the year

rightful owner of

from suspense

during the year

such shares claims

account during the

the shares

year

(1)

(2)

(3)

(4)

(5)

2000 Equity Shares

NIL

NIL

2000 Equity Shares

Yes

Note: During the year, no shares were credited by the Company to the said Demat Suspense Account.

13. Fixed Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and rules made there under during the year under review.

14. Particulars of Loans, Guarantees or Investments

The Company has not given any new loan during the financial year2017-18, however, charged interest on outstanding balance of the loan given during the financial year 2015-16, details of the same are given below.

(Rs. in lakhs)

Name

Rate of Interest

Max amount of Outstanding

Purpose

Manamaa Garments

12%

52.74

Loan

Jalan & Sons

12%

32.37

Loan

West Bengal Hosiery Park Insfrastructure Ltd.

9%

0.40

Loan

During the year under review the Company has invested in 100% shares of Artimas Fashions Private Limited resulting said Private Limited Company becoming a Wholly Owned Subsidiary of Lux Industries Limited.

The Company has given a corporate guarantee on behalf of its wholly owned subsidiary Artimas Fashions Private Limited to ensure performance of the financial obligation of Artimas Fashions Pvt. Ltd

The details of investments made by company are given under the notes to the financial statements.

15. Internal Control System and their adequacy

The Company has adequate internal control procedures commensurate with its size and the nature of its business for the purchase of inventories, fixed assets and with regard to the sale of goods and services. Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

16. Corporate Social Responsibility Initiatives

Pursuant to section 135 of the Companies Act 2013, read with rules made there under, your directors have constituted a Corporate Social Responsibility Committee. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company has contributed funds for the schemes relating to eradicating hunger and poverty, promoting education, animal and social welfare and medical aid. The contributions in this regard have been made to the registered trusts and / or section 8 companies which are undertaking such schemes. The CSR Policy may be accessed on the Company’s website at the link: http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 03.pdf

The Annual Report on CSR activities is annexed herewith as Annexure ‘B’

17. Management Discussion and Analysis Report

Pursuant to Regulation 34 (2)(e) of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is annexed as Annexure ‘C’ forming part of this Report.

18. Corporate Governance

Your Company is committed to maintain good Corporate Governance practices. Pursuant to Regulation 34(3) read with Part C of Schedule V of SEBI (Listing Obligations And Disclosures Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Company’s Auditor confirming compliance is set out in Annexure ‘D’ and Annexure ‘F’ forming part of this report. Further a declaration on the Code of Conduct is given in Annexure ‘E’.

19. CEO and CFO Certification

As required under Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the CEO and CFO certification on the accounts of the Company as given by Sri Pradip Kumar Todi, Managing Director and Sri Ajay Kumar Patodia, Chief Financial Officer is set out in Annexure ‘E’ forming part of this report.

20. Directors & Key Managerial Personnel Retirement by Rotation

Mr. Ashok Kumar Todi, Whole Time Director retires by rotation and, being eligible, offers himself for re-appointment. The Board has recommend his reappointment.

Brief resume / details of Mr. Ashok Kumar Todi (DIN: 00053599) is furnished in the annexure to the notice of the ensuing Annual General Meeting.

The following person are designated as KMP of the Company in compliance with the provision of section 203 of the Companies Act, 2013.

Sl. No.

Name of the KMP

Designation

1.

Mr. Ashok Kumar Todi

Whole-time Director

2.

Mr. Pradip Kumar Todi

Managing Director

3.

Mr. Ajay Kumar Patodia

Chief Financial Officer

4.

Mrs. Smita Mishra

Company Secretary & Compliance Officer

During the year, there has been no changes in the Key Managerial Personnel.

Independent Director’s

Mr. Nandananda Mishra, Mr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly will complete their present term as an Independent Director on 31st March, 2019. The Board at their meeting on the recommendation of the Nomination and Remuneration Committee, recommended for the approval of the Members, the re-appointment of Mr. Nandananda Mishra, Mr. Kamal Kishore Agrawal and Mr. Snehasish Ganguly as an Independent Director of the Company for a period of five years with effect from 1st April, 2019.

Mr. Nandanadan Mishra, Independent Director of the Company has attained the age of seventy five years as on 20th October, 2017. The Board at their meeting, on the recommendation of the Nomination and Remuneration Committee, recommended for approval of the members, continuation of Mr. Nandanandan Mishra as an Independent Director of the Company for a period of five years with effect from 1st April, 2019, in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Declarations from Independent Directors

All Independent Directors have given declarations under section 149(7) declaring that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

Familiarisation Program for Independent Directors

At the time of appointing a Director, a formal letter of appointment is given to him / her, which, inter alia, explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the various compliances required from him/her as a director under various provisions of the Companies Act, 2013, and such other rules and regulations.

The Directors are also updated about the financials of the company and new product launches. They are also provided with the booklets relating to the business and operations of the company. They are updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors, from time to time.

During the financial year under review, your Company organized familiarisation programmes for the Directors in accordance with the requirements of Listing Regulations. The Directors were also provided with relevant documents, reports and internal policies to enable them to familiarise with your Company’s procedures and practices, from time to time, besides regular briefing by the members of the senior leadership team.

The details of such familiarisation programs for Independent Directors may be accessed on the company’s website:-http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/id 01.pdf

Board Evaluation

Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 17, 19 & 20 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the performance of individual directors as well as the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in Nomination & Remuneration Policy in the Corporate Governance Report. Further the Independent Directors of the Company met once during the year on January 20, 2018 to review the performance of the executive directors, Chairman of the Company and performance of the Board as a whole. Details of separate meeting of Independent Director are given in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. And also has been posted on the Company’s website:- http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/policies 07.pdf

Meetings

Minimum four meetings which are scheduled in advance are held annually. A calendar of meetings is prepared and circulated in advance to all the Directors. Any additional meeting, if any, is convened by giving appropriate notice in order to meet the requirements.

During the year, five Board Meetings and six Audit Committee Meetings were convened and held. Details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and such other rules and regulations.

21. Director’s Responsibility Statement

Pursuant to the requirement under section 134 clause (c) of subsection (3) of the Companies Act, 2013, the directors confirm:

a. that in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. that such accounting policies as mentioned in the notes to annual accounts have been selected and applied consistently and judgments and estimates have been made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts of the Company have been prepared on a ‘going concern basis’;

e. that proper internal financial controls are in place and that the financial controls are operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

22. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All the related party transactions were reviewed by the Audit Committee. The prescribed Form AOC-2 is not applicable to the Company. A policy on related party transactions and dealing with related parties as approved by the Board has been posted on the company’s website http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 09.pdf

23. Subsidiaries, Associate and Joint Ventures

During the year the Company has invested in 100% shares of Artimas Fashions Private Limited (Unlisted Private Limited Company) resulting said Private Limited Company become a Wholly Owned Subsidiary of Company. Further the Company does not have associate and there were no joint ventures entered into by the Company

Pursuant to section 129(3) of the Companies Act,2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Subsidiaries is given in Form AOC-I and annexed as “Annesure-G”.

24. Vigil Mechanism

The Company has a vigil mechanism contained in the Whistle Blower Policy, in terms of section 177 of the Companies Act 2013, to deal with instances of fraud and mismanagement, if any. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company A quarterly report with a number of complaints, if any, received under the Policy and their outcome is placed before the Audit Committee and the Board. The policy on vigil mechanism may be accessed on the company’s website:- http://www.luxinnerwear.com/upload%2 0pdf/ Cgovernance/policies 10.pdf

25. Auditor’s Report / Secretarial Audit Report

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mohan Ram Goenka, of M/s MR & Associates Practising Company Secretaries to undertake the Secretarial Audit of the Company The Secretarial Auditor’s Report is annexed herewith as Annexure ‘H’.

26. Auditors

M/s S.K. Agarwal & Co., Chartered Accountants (Firm Registration Number: 306033E) Statutory Auditors of the Company have submitted their Independent Auditor’s report on the financial statement of the Company for the year ended on March 31, 2018.

Members of the Company at the Annual General Meeting(AGM) held on September 21, 2017, approved the appointment of the M/s. S.K. Agrawal and Co. Chartered Accountant, as the statutory auditor of the company for a period of five years commencing from the conclusion of the 22nd AGM held on September 21, 2017 until the conclusion of 27th AGM of the Company to be held in the year 2022.

In terms of provision relating to statutory auditor forming part of the Companies amendment Act 2017 notified on May 7, 2018 ratification of the appointment of statutory Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening the ensuing AGM does not carry any resolution on ratification of the appointment of statutory auditor However M/s. S.K. Agrawal & Co. has confirmed that they are eligible to continue as statutory auditor of the Company and accordingly M/s. S.K. Agrawal & Co. will continue to be the statutory Auditor of the Company for financial year ending March 31, 2019.

27. Insider Trading Code

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, your Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on the consequences of non-compliances. During the year under review Company has made changes in the insider trading policy of the Company and the same was duly intimated to exchange. Your Company further puts in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in line with the PIT Regulations. The policy may be accessed on the Company’s website:- http://www. luxinnerwear.com/upload%20pdf/ Cgovernance/policies 02.pdf

28. Ratings

During FY under review, SMERA Ratings Limited has given the following ratings to the Company:-

(Rs. in Crores)

Ratings

Amount

Category

SMERA AA

359.18

Long-Term

Instruments

SMERA A1

1.50

Short Term

Instruments

29. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure ‘I’.

30. Business Responsibility Report

The Company was not in list of top 500 listed Companies as on March 31, 2017 so compliance with Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, preparation of the Business Responsibility Report (‘BRR’) is not applicable, however, as the Company is in the list of top five hundred listed Companies as on March 31, 2018 and has already started Business Responsibility initiative, Management of the Company voluntarily chose to prepare Business Responsibility Report this year also. Accordingly, it has been prepared and forms part of the Annual Report as Annexure ‘J’. The Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives.

31. Business Risk Management

The Board of the company realizes that risk evaluation and risk mitigation is its vital responsibility. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The details of the committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s Report. Identifying critical risks and their mitigation in various departments of the Company, is an ongoing process. The Company has not identified any material element of risk which may threaten the existence of the Company.

32. Industrial Relation

During the year under review, the industrial relations remained cordial and stable. The directors wish to place on record their appreciation for the excellent cooperation received from the employees at all levels.

33. Particulars of Employees

As on March 31, 2018, total number of employees on the records of your Company was 1407 as against 907 in the previous FY. Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support, have enabled the Company to cross new milestones on a continual basis.

The ratio of the remuneration of each director to the median of employee’s remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure ‘K(i)’.

A statement containing the names of the top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration Personnel) Rules 2014 is annexed herewith as Annexure ‘K(ii)’.

34. Prevention of Sexual Harassment at workplace

Your company is committed to provide a work environment which ensures that every employee is treated with dignity, respect and equality. There is zero tolerance towards sexual harassment. Any act of sexual harassment invites serious disciplinary action. The company has established policy against Sexual Harassment for its employee. The Company had also constituted a Prevention of Sexual Harassment Committee. The policy allows any employee to freely report any such act and prompt action will be taken thereon. There were no such incidences during the period under review.

35. Policies approved by Board

During the year the following policies were approved by the board:-

Policy

Date of Board Meeting where approved

Web link

Policy for determining Materiality of Subsidiaries

05.12.2017

http://www.luxinnerwear.com/upload%20pdf/ Cgovernance/policies 08.pdf

36. Annexures forming part of Board Report

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure

Particulars

Annexure - A

Dividend Distribution Policy

Annexure - B

Annual Report on Corporate Social Responsibility (CSR) Activities.

Annexure - C

Management Discussion and Analysis Report.

Annexure - D

Report on Corporate Governance.

Annexure - E

Certification by Managing Director and Chief Financial Officer of the Company

Annexure - F

Auditors’ Certificate on Corporate Governance.

Annexure - G

Statement containing salient features of the financial statements of Subsidiaries in Form AOC-1.

Annexure - H

Secretarial Auditor’s Report.

Annexure - I

Extract to the Annual Return in Form MGT-9.

Annexure - J

Business Responsibility Report (‘BRR’).

Annexure - K

(i) Details pertaining to remuneration as required under section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(ii) Statement containing the names of top ten employees as required under section 197(12) of the Companies Act 2013 read with the rule 5(2) and 5(3) of the Companies (Appointment and Remuneration Personnel) Rules 2014.

Annexure - L

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo.

37. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo:

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under section 134(3) (m) of the Companies Act, 2013, are annexed here to and forms part of this report as Annexure ‘L’.

38. Acknowledgement

Your Board wishes to place on record its sincere appreciation for the continued assistance and support extended to the company by its customers, vendors, investors, business associates, banks, government authorities, employees and other stakeholders.

For and on behalf of the Board of Directors

Pradip Kumar Todi

Kolkata Managing Director

May 17, 2018 DIN:00246268

Director’s Report