Directors Report of Amsons Apparels Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the 12th Annual Report together with the Audited Accounts of the Company for the year ended at 31st March, 2015.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2013-14 and 2012-13 is given below:

(Amount in Rupees)

For Financial Year Ended Particulars 31 st March, 2015 31 st March, 2014

Total Income 85,056,539 32,108,834

Total Expenditure 84,227,242 31,481,126

Profit before Tax 829,297 627,708

Less: Tax Expense 237,413 201,290

Profit / (Loss) After Tax 591,884 426,419

FINANCIAL PERFORMANCE

During the year under review, the Company"s income is Rs. 85,056,539 as against income of Rs.32, 108,834 in 2013-14. The net profit after tax during the year has been Rs 591,884 as against the net profit of Rs.426, 419 in the previous year.

RESERVE AND SURPLUS

The Reserves and Surplus is Rs. 12.093 Lacs as on the end of the Current year and the Profit of the Current year Rs. 5.92 Lacs has been transferred to Reserve and Surplus.

DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014-15.

INITIAL PUBLIC OFFER AND CHANGE IN SHARE CAPITAL

During the Year 2014-15, the Company has on 01.01.2015 Allotted 325000 equity shares pursuant to the Initial Public Offer made by the Company and consequently upon, the share of the Company got listed on BSE Limited w.e.f. 6th January, 2015 vide trading notice no 20150105-12 dated January 05, 2015 issued by the Stock Exchange.

UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS

Particulars Proposed Objects Utilized as on 31.3.2015

To part-finance incremental

working capital requirements 220.00 200.00

General Corporate Expenses 55.00 55.00

Issue Expenses 50.00 25.25

Unutilized Amount NA 44.75

TOTAL 325.00 325.00

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 42 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report and attached as annexure.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides identifying internal and external risks and implementing risk mitigation steps.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

STATE OF COMPANY AFFAIRS:

There are no order against the Company and the smooth running of business enhancing the profitability of the company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act,2013 , M/s. RAVI BHUSHAN & Co., Chartered Accountants, (Firm Registration No. 020618N), Statutory Auditors of the Company, which has been appointed through Postal Ballot dated 06th May,2015.

The Board has recommended appointment of M/s. RAVI BHUSHAN & Co., Chartered Accountants, (Firm Registration No. 020618N),by the shareholders in the forthcoming Annual General Meeting as required under Section 139 of the Companies Act, 2013, to the effect that their appointment if made, will be within the limits as prescribed under the provisions thereof. Your Directors recommend their appointment as the Statutory Auditors of the Company.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors" Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

CHANGE OF REGISTERED OFFICE

During the year under Review, the Company changed its registered office to Flat No. 116, First Floor, Hemkunt Chamber, 89, Nehru Place, New Delhi-110019 w.e.f 22nd July 2014.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year under review.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

The Registrar & share Transfer Agent of the Company has been changed from MAS SERVICES LIMITED to BEETAL FINANCIAL AND COMPUTERS SERVICES PRIVATE LIMITED w.e.f. 31.08.2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.

a) Changes in Directors and Key Managerial Personnel

During the year under review, Mr. Amit Kumar Gupta & Ms. Radhika Thapliyal appointed as an Independent Director w.e.f. 23.07.2014.

Appointment of Mr. Sumit Sharma as Company Secretary w.e.f. 21.07.2014 and resignation w.e.f. 30.09.2014.

Appointment of Mr. Sachin Verma as Company Secretary w.e.f. 01.10.2014 and resignation w.e.f.28.02.2015.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Twenty (20) Board Meetings were convened and held on 05.04.2014, 08.06.2014, 19.06.2014, 16.07.2014, 17.07.2014, 21.07.2014, 23.07.2014, 24.07.2014, 28.07.2014, 31.08.2014, 17.09.2014, 30.09.2014, 01.10.2014, 20.11.2014, 08.12.2014, 01.01.2015, 28.02.2015, 22.03.2015, 23.03.2015, 30.03.2015.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Our Company has constituted an audit committee ("Audit Committee"), as per the provisions of Section 177 of the Companies Act, 2013 and Clause 52 of the Listing Agreement to be entered with Stock Exchange, vide resolution passed in the meeting of the Board of Directors held on 31st March, 2014.

The terms of reference of Audit Committee complies with the requirements of Clause 52 of the Listing Agreement, proposed to be entered into with the Stock Exchange in due course. The committee presently comprises following three (3) directors. Mr. Amit Kumar Gupta is the Chairman of the Audit Committee.

Name of Member Designation Category

Mr. Amit Kumar Gupta Chairman Independent Director

Ms. Radhika Thapliyal Member Independent Director

Mr. Vishal Yadav Chairman Non-Independent Non Executive Director

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders relationship Committee to redress the complaints of the shareholders. The Stakeholders relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on 31st March, 2014. The committee currently comprises of three (3) Directors. Ms. Radhika Thapliyal is the Chairman of the Stakeholders relationship Committee /Investors Grievance committee.

Name of Member Designation Category

Ms. Radhika Thapliyal Chairman Independent Director

Mr. Amit Kumar Gupta Member Independent Director

Mr. Vinay Kumar Member Non-Independent Non Executive Director

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on 31st March, 2014. The committee currently comprises of three (3) Directors. Ms. Radhika Thapliyal is the Chairman of the remuneration committee.

The details of the Composition of the Nomination and Remuneration Committee are given below:

Name of Member Designation Category

Ms. Radhika Thapliyal Chairman Independent Director

Mr. Amit Kumar Gupta Member Independent Director

Mr. Vinay Kumar Member Non-Independent Non Executive Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace; the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are effective in the Company. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Preeti Sharma, Proprietor of M/s Preeti Sharma, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer and effective steps have been taken to file the necessary form in the records of Registrar of Companies, NCT of Delhi & Haryana..

CORPORATE GOVERNANCE CERTIFICATE

As per Clause 42 of SME Listing Agreement for Listed Companies on BSE. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company's operations in future.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees 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 given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.

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

Sr. Name of Director/KMP and Remuneration of % increase in No. Designation Director/KMP for Remuneration FY2014-15 (Rs. in FY2014-15 In Lakhs) **

1. Mr. Vinay Kumar, Whole Time 2.40 N.A. Director

2. Mr. Sumit Sharma, and Mr. Sachin 1.40 NA Verma, CS

Sr. Name of Director/KMP and Ratio of No. Designation Remuneration of Director to Median Remuneration of employees

1. Mr. Vinay Kumar, Whole Time N.A. Director

2. Mr. Sumit Sharma, and Mr. Sachin N.A. Verma, CS

During the year under review, Mr. Sumit Sharma and Mr. Sachin Verma resigned from the post of Company Secretary w.e.f 30th September, 2014 and 28th Feb, 2015 respectively.

The number of permanent employees as on 31st March 2015 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2014-15 exceeded the remuneration of any of the Directors.

Company's performance has been provided in the Directors' Report which forms part of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance.

The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31,2015 -NOT APPLICABLE

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause © of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment .The Board looks forward to their continued support and understanding in the years to come.

Date: 28th August, 2015 Place: New Delhi

By Order of the Board For Amsons Apparels Limited

Sd- Sd- Amit Kumar Gupta Vinay Kumar Director Director DIN:06929401 DIN:06617479