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Directors Report of Ashapura Intimates Fashion Ltd.

Mar 31, 2015

Dear members,

The Directors are pleased to present the 9th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report for the financial year ended, 31st March, 2015. The summarized financial results for the year ended 31st March, 2015 are as under:

FINANCIAL RESULTS

The working results of the Company for the year ended are as under: (In lakhs)

Particulars 2013-14 2014-15 2013-14 2014-15

Total Revenue from Operation 16,755.00 17,918.75 19793.54 19846.71

Profit before depreciation and Taxation 1105.39 1721.29 1636.59 2321.24

Depreciation 250.35 141.71 290.78 199.22

Profit After Taxation 540.75 867.03 867.55 1219.28

Minority Interest - - 160.61 270.42

BUSINESS

Operational Revenue & Profit- during the Financial Year ended 31st March, 2015, the operational revenue from the company on a Standalone basis increased to Rs.17918.75 lacs from Rs.16755 lacs. Profit before tax Rs.1579.58 lacs vs. Rs. 855.03 Lacs in the previous year. While the Net Profit after Tax for the Financial Year ended 31st March 2015 was Rs. 867.03 as compared to Rs. 540.75 lacs the previous year.

COMPANY OWNED RETAIL STORES AND FRANCHISES ONE

During the year, your Company has come out with Exclusive Brand outlets Total 5 outlets 4 in Mumbai and 1 Exclusive Brand Out lets in Bangalore, all the objects are being achieved as per the planned targets and the same are reflected in the performance of the Company.

SUBSIDIARY COMPANY

As on 31st March, 2015, the Company is having only one subsidiary i.e. MOMAI APPARELS LIMITED is listed on National Stock Exchange of India Limited ( NSE). There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. During the year under report, the Board of Directors reviewed the affairs of the Subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statement of the company and its subsidiary company, which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of our Subsidiary in the prescribed format AOC-1 is annexed as annexure II of the Boards Report.

In accordance with section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements and related information of the company and audited accounts of subsidiary are available on companies' website i.e. www.valentineloungeweargroup.com . These documents will also be available for inspection during business hours at our registered office located at Dadar West, Mumbai.

KEY MANAGERIAL PERSONAL:

In accordance with the provisions of the act and the articles of association of the company.

Mr. Hitesh Punjani retire by rotation ensuing Annual General Meeting and being eligible have offered themselves for reappointment. Mr. Dinesh Sod ha retire by rotation ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Designation

1 HARSHAD HIRJI THAKKAR MANAGING DIRECTOR 17/07/2006 --

2 DINESH CHANUBHA SODHA DIRECTOR 30/03/2012 --

3 HITESH SUBHASH PUNJANI DIRECTOR 15/11/2013 --

4 RAMAKANT MADHAV NAYAK INDEPENDENT DIRECTOR 19/12/2012 --

5 ANUPAMA MANOJ SHARMA INDEPENDENT DIRECTOR 14/11/2014 --

6 RATAN NIHALCHANDTHAKUR INDEPENDENT DIRECTOR 14/02/2015 --

7 SONALI KRISHNAJI GAIKWAD COMPANY SECRETARY 12/11/2012 11/06/2015

8 MOHIT AKHILESH SHAH CFO 30/08/2014 --

Company Secretary Ms. Sonali Krishnaji Gaikwad has resigned w.e.f 11th June 2015 and the board places on record its appreciation for the valuable contribution made by Ms. Sonali Krishnaji Gaikwad during her tenure as a Company Secretary of the Company.

APPROPRIATIONS:

Dividend

Your Directors are pleased to recommend an equity dividend of Rs.1/- per equity share for the year ended March 31, 2015, subject to the approval of the shareholders at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 632.49 lacs to Reserve Account during the Financial Year ended March, 2015.

SHARE CAPITAL

The equity share capital of the Company is listed on BSE Limited since 15th April, 2013

During the year there is no change in the share capital of the company .There was no right issue, bonus issue or preferential issue etc. during the year. The company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

OPERATIONS

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

CREDIT RATING

The company's financial discipline and prudence is reflected in the credit rating assigned by CARE Rating Agency viz. Long Term Bank Facilities CARE BBB-.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

CORPORATE GOVERNANCE:

The company has complied and company is duly in process of Compliance with the requirements regarding Corporate Governance as required under the revised Clause 49 of the Listing Agreement with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of Corporate Governance form part of the Annual Report.

INFORMATION UNDER SECTION 134 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988:

(A) Conservation of Energy

(B) Pollution Control

(C) Technology, Absorption, Adaptations & Innovation

(D) Foreign Exchange Earnings and Outgo

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and Chairman of the Audit Committee shall have a direct access of the complaints and grievances under the mechanism.

LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES Your Directors report that the Company has not granted any Loans, Guarantees or Investment in Securities under Section 186 of the Companies Act, 2013 and has complied with the provisions of the Act and other relevant provisions as may be applicable.

CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

There were no materially significant related parties contracts entered into by the Company with the Directors, Key Managerial Personnel or any other persons which may have a potential conflict with the interest of the Company

PARTICULAR OF RELATED PARTY TRANSACTION

All related party transactions are done by the Company during the financial year were at Arm's Length and in ordinary course of business. All related party transactions were placed in the meeting of Audit Committee and the board of directors for their necessary review and approval. During the financial year your Company has entered into material transaction (as per Clause 49 of the Listing Agreement). Disclosures pursuant to accounting standards on related party transactions have been made in notes to the financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on related party transactions and the same is available on company's website: www.valentineloungeweargroup.com

AUDITORS

a. Statutory Auditors:

M/s. JDNG and Associates Chartered Accountants, Statutory Auditors having its office at F-30/31, Dreams Mall, First Floor, L.B.S Road, Near Bhandup Station, Bhandup West, Mumbai-400 078 will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received the consent from the Auditors and confirmation to that effect that they are not disqualified to be appointed as Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. Accordingly, the Board of Directors has recommended the re-appointment of M/s. JDNG and Associates, Chartered Accountants to hold office from the ensuing AGM till the conclusion of the next AGM on and remuneration to be mutually decided by the Board and the Auditor.

b. Secretarial Auditors:

Pursuant to section 204 of the Companies Act, 2013, your Company had appointed M/s. Jaiprakash R Singh & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2014-15.

EXTRACT OF ANNUAL REPORT

Pursuant to Section 92(3) of the Companies Act, 2013 extract of the annual return is annexed to this report in the prescribed form MGT-9 as Annexure- I

MEETINGS OF THE BOARD

Your Directors report that the regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met Five (5) times during the year. Detailed information is given in the Corporate Governance Report

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March 2015 is annexed hereto

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the requirements of Accounting Standards AS-21 notified under the Companies (Accounting Standard) Rules 2006, the Consolidated Accounts of the company and its subsidiaries are annexed to this Report.

STATUTORY DISCLOSURE

The summary of the key financial of the company's subsidiary is included in this Annual report. A copy of audited financial statements for the said company will be made available to the members of company seeking such information at any point of time. The Audited financial statements for the subsidiary company will be kept for inspection by any member of the company at its registered office during business hours.

FIXED DEPOSITS:

The Company has not accepted fixed deposits from public within the purview of Section 74 of the Companies Act, 2013 during the year under review.

COMMITTEES OF THE BOARD:

The Board has Committees as a part of best corporate practices and has complied with the requirements of the relevant provisions of applicable laws and statues. Accordingly, the Board has formed the following Committees of the Board:

Audit Committee and Vigil Mechanism Investor Grievance Committee

Nomination and Remuneration Committee Corporate Social Responsibility Committee

AUDITORS REPORT:

The Auditors' Report for the financial year ended March 31, 2015 does not contain any qualification. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory.

ACKNOWLEDGEMENTS

Your Directors place on record their gratitude for the continuing support of Shareholders, Investors, Banks, various Government authorities& departments, Port trust authorities and Business allies & associates for their continuous support and co-operation. at all levels.

Your Directors would also appreciate and value the contributions made by all our employees and their families towards operation and growth of the Company.

For and on behalf of the Board of the Directors

of ASHAPURA INTIMATES FASHION LTD

Sd/-

Mr. HARSHAD THAKKAR

Chairman and Managing Director DIN: 01869173

Date: 25th July, 2015

Place: Mumbai


Mar 31, 2014

Dear members,

The Directors are pleased to present the 8th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your Company for the financial year ended, 31st March, 2014. Since this Report pertains to financial year that commenced prior to 1 April 2014, the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with general circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

The summarized financial results for the year ended 31st March, 2014 are as under:

Financial Results: YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013 (In Lacs) (In Lacs)

Sales & Other Income 16,755.81 13,124.36

Profit before depreciation 1105.38 815.94 and Tax

Depreciation 250.35 87.41

Profit before tax 855.03 728.53

Provision for Taxation 319.36 255.45

Net Profit for the year 540.75 473.08

Performance Review:

Your Company registered a turnover of 16,569.58 lacs during the current year as compared to 13,062.38 lacs during the corresponding previous year. The Profit after depreciation and tax has increased during the year to 540.75 lacs compared to 473.08 lacs in the previous year. Your Directors are continuously looking for avenues for future growth of the Company in the Intimate garment industry.

During the year, your Company has come out with Public Issue with the objects as detailed in issue documents and all the objects are being achieved as per the planned targets and the same are reflected in the performance of the Company.

The response from Public was very encouraging and it has oversubscribed 1.33 times. The listing price of the share was Rs. 49.95.Your Company continues to enjoy great confidence among the shareholders and investors and with the all around growth in the business resulting better performance in financial results the value of investment in future is expected to grow upward.

Dividend:

Your Directors are pleased to recommend an equity dividend of Rs. 0.75 per equity share for the year ended March 31, 2014, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Directors:

I) Appointment:-

a) Mr. HITESH SUBHASH PUNJANI, who was appointed by the Board of Directors as an Additional Director of the Company with effect November 15th , 2013 and who holds office up to the date of the forthcoming Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 ("the Act") read with the Article of Association of the company and in respect of whom the Company has received a notice, in writing, from a Member under Section 257 of the Act, proposing his candidature for the office of Director of the Company at the said Annual General Meeting.

b) Mr. SUNIL KUMAR MANOCHA, who was appointed by the Board of Directors as an Additional Director of the Company with effect from November 15th , 2013 and who holds office up to the date of the forthcoming Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 ("the Act") read with the Article of Association of the company and in respect of whom the Company has received a notice, in writing, from a Member under Section 257 of the Act, proposing his candidature for the office of Director of the Company at the said Annual General Meeting.

c) Mr.SHRIKANT RADHEYSHYAM MAHESHWARI, who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 13th , 2014 and who holds office up to the date of the forthcoming Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 ("the Act") read with the Article of Association of the company and in respect of whom the Company has received a notice, in writing,from a Member under Section 257 of the Act, proposing his candidature for the office of Director of the Company at the said Annual General Meeting.

II) Resignation

MRS. DARSHNA H THAKKAR , Member of the board, resigned from the services of the company effective with 15th November, 2013. The board would like to thank and record its appreciation for her contribution in the building Company''s Market.

MR. ARUN BAGARIA stepped down as Independent Director, with effect from 15th November, 2013. The board places on record its appreciation for the services rendered by Arun Bagaria to the board and the company.

MR. MOHIT SHAH stepped down as Independent Director, with effect from February 13th, 2014. The board places on record its appreciation for the services rendered by Mohit Shah to the board and the company.

None of the Directors of your Company are disqualified under Section 274(1) (g) of the Companies Act, 1956. As required by law, this position is also reflected in the Auditors'' Report.

Subsidiary:

Issuance of shares by our subsidiary Momai Apparels Limited in the month February and March, pursuant to which our stake in Momai Apparels Limited reduces from 51% to 32%, however by virtue of control Momai Apparels Limited, continues to be a subsidiary of Ashapura Intimates Fashions Limited.

Disclosure of Particulars:

Information under Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees)Rules, 1975 and Information as per Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure forming part of this report.

Listing on Stock Exchanges:

Your Company''s shares are listed on the Bombay Stock Exchange.

During the year under review, your company''s share price had touched a high of Rs.126.25/- per equity share which clearly show that the markets have recognized our performance.

Corporate Governance

As per Clause 52 of the Listing Agreement with the Stock Exchanges a separate section on corporate governance practice followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance, is set out in the Annexure forming part of Annual Report.

Directors'' Responsibility Statement

In terms of Section 217(2AA) of the Companies Act, 1956 your directors confirm that:-

* In preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

* The Directors have selected such Accounting Policies and applied them consistently and made judgements 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 statement of profit or loss of the company for that year.

* The Directors have 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.

* The Directors have prepared the Annual Accounts on a going concern basis.

Employee Relations

The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and contributions in the current Challenging Scenario.

Transfer of Unpaid/ unclaimed Amounts to Investor Education Protection Fund (IEPF)

During the Year, there were no amounts which remain unpaid/ Unclaimed for a period of 7 years and which were required to be transferred by the Company to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

Trade Relations

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and for-warding agents and all others associated with it. Your Board wishes to record its appreciation and your Company would continue to build and maintain strong links with its business partners.

Auditors

The Auditors "M/s. JDNG & Associates, Chartered Accountants, retire at the forthcoming annual general meeting and are eligible for re-appointment.

The observations in the auditor report being self explanatory do not call for any further explanations Acknowledgment:

The Directors are sincerely thankful to you - the esteemed shareholders, customers, business partners, financial / investment institutions and commercial banks for the faith reposed and valuable support provided by them in the Company and its Management. The Directors wish to place on record the cooperation extended and the solidarity shown by the employees.

For and on behalf of the Board of Director

SD/-

Harshad H Thakkar

Chairman and Managing Director

 
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