Directors Report of Lovable Lingerie Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

Your Company''s Directors are pleased to present the 31st Annual Report of the Company, along with the Audited Financial Statements for the financial year ended 31st March 2018.

FINANCIAL SUMMARY		(Rs. in Lakhs)
Particulars	2017-18	2016-17
Revenue from operations	17,590.69	19,740.61
Operating Expenditure	16,675.53	17,820.14
Profit Before Interest, Tax & Depreciation	915.15	1,920.47
Other Income (net)	433.83	691.09
Finance Costs	100.23	92.20
Profit before Tax and Depreciation	1,248.75	2,519.36
Depreciation and amortization expense	342.51	339.56
Profit before Extra-Ordinary Item	906.24	2,179.80
Extra-Ordinary Item	1,402.59	398.30
Profit before Tax (PBT)	(496.35)	1,781.50
Provision for Taxation	(258.30)	496.48
Profit for the year (PAT)	(238.05)	1,285.02
Surplus brought forward from previous year	9,671.69	7,976.51
Amount available for appropriation	9,029.44	9,873.89
Appropriations:
Transferred to General Reserve	-	-
Interim Dividend (excluding tax)	-	-
Tax on Interim Dividend	-	-
Proposed Dividend on Equity Share Capital	-	168.00
Corporate Dividend Tax on Proposed Dividend	-	34.20
Adj for Depreciation of prior years pursuant to change in useful life	-	-
Balance Carried to Balance Sheet	9,029.44	9,671.69
EPS Basic & Diluted- Before Extraordinary Items (in Rs.)	7.87	10.02
EPS Basic & Diluted- After Extraordinary Items (in Rs.)	(1.61)	7.65

OPERATIONS

For the financial year 2017-18, the Company recorded a net turnover of Rs. 17,590.69 lakhs as against Rs. 19,740.61 lakhs for the financial year 2016-17, registering a decrease of 10.90%. The Net Profit Before Tax stood at Rs. (496.35) lakhs as against Rs. 1,721.29 lakhs over last year and Profit After Tax stood at Rs. (2384.05) lakhs for the year as against Rs. 1,227.77 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY

Your Company does not have any subsidiary, joint venture or associate Company.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (''the Act'') in prescribed form MGT-9 is enclosed as "Annexure A" to this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Taruna Reddy (DIN: 02787135) will retire by rotation at the ensuing Annual General Meeting (''AGM'') and is eligible for re-appointment. The Board of Directors recommends the re-appointment of Mrs. Taruna Reddy as a Non-executive Director of the Company.

Mr. Gopal Sehjpal (DIN: 00175975), Mr. Anantharaman Mahadevan (DIN: 00165226) and Mr. Sivabalan Pandian (DIN: 01573458) were re-appointed as an Independent Directors of the Company by way of passing special resolution at the 30th Annual General Meeting of the Company.

Mr. Dhanpat Kothari (DIN: 03032242) resigned from the directorship of the Company with effect from August 24, 2017. The Board wishes to place on record its appreciation of services rendered by him during his tenure as the Director of the Company.

Ms. Darsha Sanghvi resigned as the Company Secretary of the Company w.e.f. October 01, 2017. Ms. Divya Shrimali has been appointed as the Company Secretary of the Company w.e.f. February 15, 2018.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

For the purpose of selection of any Director, the Nomination and Remuneration Committee identifies the person of integrity who possess relevant expertise, experience and leadership qualities required for the position and also takes into consideration recommendation, if any, receives from any members of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws. The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors'' report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Audit Committee,

2. Nomination and Remuneration Committee,

3. Stakeholders Relationship Committee, and

4. Corporate Social Responsibility Committee.

The Board has accepted all the recommendations of the above committee. The brief description, composition and other required details of the above committees are provided in Corporate Governance Section to this Annual Report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a Familiarization Programme for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme is available on the website of the company www.lovableindia.in and maybe accessed through the web link http://lovableindia.in/index.php?route=information/information&information id=69.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 6 (six) times during the year on 29th May 2017, 31st July 2017, 13th September 2017, 6th October 2017, 14th December 2017 and 14th February 2018. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Companies Act 2013, the Corporate Governance requirements as prescribed under regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations and the Guidance note issued by SEBI.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non- executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The Company has not made any loans, guarantees or investments during the year under review, pursuant to the provisions of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Audit Committee reviews the status of key risks and steps taken by the Company to mitigate such risks at regular intervals.

BUY BACK OF EQUITY SHARES

Pursuant to approval of Board of Directors at their meeting held on October 6, 2017, your Company completed Buy-Back of 20,00,000 equity shares in February 2018 for an aggregate amount of Rs 50,00,00,000/-, being 11.90% of total paid up equity share capital of the Company at Rs. 250 per equity share. The Buy- Back was made from all existing shareholders of the Company as on Decembers, 2017, the record date for the Buy-Back, on a proportionate basis under the Tender Offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and the Companies Act, 2013 and rules made thereunder.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, your Company has formulated a Policy on Related Party Transactions which is available on Company''s website; web link at http://lovableindia.in/index. php?route=information/information&information id=69. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and or entered in the Ordinary Course of Business and are at Arm''s Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm''s Length basis. No Material Related Party Transactions were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistle blower policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviours or practices) that affect Company''s interest / image.

A copy of the Policy is available on the website of the Company and may be accessed through the web link http://lovableindia. in/index.php?route=information/information&information id=69.

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

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to women (including outsiders) at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaint Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition, terms of reference and other relevant details of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities and expenditure incurred thereon during the year are set out in "Annexure B" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; web link httpV/lovableindia.in/index.php?route=information/information&information id=69.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as "Annexure C" to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

• in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

• they 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 fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

• they have taken proper and sufficient care 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;

• they have prepared the annual accounts on a going concern basis;

• they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter.

LISTING

Your Company''s shares are listed in the BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34(2) of SEBI (LODR) Regulations, the Cash Flow Statement for the year ended 31.03.2018 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Statutory Auditors

M/s. DMKH & Co., a firm of Chartered Accountants were appointed as a Statutory Auditors of the Company for one term of 5 (five) consecutive years to hold office from the conclusion of the 30th Annual General Meeting held on 30th August, 2017 until the conclusion of the 35th Annual General Meeting (AGM) to be held in year 2022, subject to ratification of their appointment at every AGM, if so required under the Act. The Company has received their eligibility certificate subject to Section 139 and 141 of the Act and Rules made thereunder.

The Ministry of Corporate Affairs have, vide its Commencement Notification dated 7th May 2018, inter alia, notified the commencement of section 40 of the Companies (Amendment) Act, 2017, which omitted the proviso to sub-section (1) of section 139 of the Companies Act, 2013, mandating the requirement of annual ratification for Auditors appointment by the Members at every Annual General Meeting.

The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualifications, reservation or adverse remark and is prepared as per "Ind AS".

Internal Auditors:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed Bathiya & Associates LLP, to conduct internal audit reviews for the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D". The auditor''s report and secretarial auditor''s report for the financial year 2017-18 does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit committee, under section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Board''s report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company''s Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, unclaimed / un-encashed dividend for the FY 2010-11 is due for transfer to IEPF on October 2018. Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/ its Registrar, for obtaining payments thereof atleast 20 days before they are due for transfer to the said fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last Annual General Meeting (i.e. August 30, 2017), with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The Companies Act, 2013 and the Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law.

Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report enclosed as "Annexure E" to this report.

The Policy on Related Party Transactions, Remuneration Policy, CSR Policy and Whistle Blower Policy are available on the website of the Company. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of sub-Regulation 17(8) of the Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

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Mar 31, 2015

To THE MEMBERS OF LOVABLE LINGERIE LIMITED

The Company's Directors are pleased to present the 28th Annual Report of the Company, along with the audited financial statements for the Financial Year ended on 31s'March, 2015.

FINANCIAL SUMMARY

(Rs. in Lakhs)

Particulars 2014-15 2013-14

Revenue from operations 17,249.39 15,952.23

Operating Expenditure 14,828.06 13,241.66

Profit Before Interest, Tax & Depreciation 2,421.33 2,710.56

Other Income (net) 633.24 650.67

Finance Costs 111.40 160.21

Profit before Tax and Depreciation 2,943.17 3,201.02

Depreciation and amortization expense 249.09 315.06

Profit before Tax (PBT) 2,694.08 2,885.96

Provision for Taxation 722.49 770.02

Profit for the year (PAT) 1,971.59 2,115.95

Surplus brought forward from previous year 6,784.80 5,371.84

Amount available for appropriation 8,756.40 7,487.78

Appropriations:

Transferred to General Reserve 196.50 211.60

Interim Dividend (excluding tax) 2,100.02 -

Tax on Interim Dividend 356.90 -

Proposed Dividend on Equity Share Capital - 420.00

Corporate Dividend Tax on Proposed Dividend - 71.38

Adj for Depreciation of prior years pursuant to change in use ful life 24.11 -

Balance Carried to Balance Sheet 6,078.87 6,784.80

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 11.74 12.59

EPS Basic & Diluted- After Extra ordinary Items (in Rs.) 11.74 12.59

OPERATIONS

For the financial year 2014-15, the Company recorded a net turnover of Rs. 17,249.38 lakhs as against Rs. 15,952.23 lakhs for the financial year 2013-14, registering an increase of 8.13%. The Net Profit Before Tax stood at Rs. 2694.08 lakhs as against Rs. 2885.96 lakhs over last year and Profit After Tax stood at Rs. 1971.59 lakhs for the year as against Rs. 2115.94 lakhs in the last year.

SEGMENT-WISE RESULTS

The Company is engaged in the business of manufacturing garments. Therefore, there is no separate reportable segment.

DIVIDEND

An Interim dividend of Rs. 12.50/- per share was paid during the year which involved a cash flow of Rs. 24.57 crores including dividend tax. Hence, the directors recommend the payment of special dividend to be treated as Final Dividend.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 196.50 lakhs to the general reserve out of the amount available for appropriation and an amount of Rs. 6078.87 lakhs is proposed to be retained in the profit and loss account.

MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

- they 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 fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- they have taken proper and sufficient care 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;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013 ('the Act1) in prescribed form MGT-9 is enclosed as Annexure "A" to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure B to this Report.

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since during the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Reddy (DIN: 01679165) and Mr. V. T. Bharadwaj (DIN:02918495), stepped down from the Board of the Company w.e.f. March 30, 2015 and April 10, 2015 respectively due to some personal reasons. The Board places on record its appreciation of the invaluable contribution and guidance provided by them.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Anantharaman Mahadevan (DIN: 00165226), Mr. Gopal Sehjpal (DIN: 00175975), Mr. Dhanpat Kothari (DIN: 03032242) and Mr. Sivabalan P. Pandian (DIN: 01573458) were appointed as Independent Directors at the annual general meeting of the Company held on September 25, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149 (6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr. L Jaipal Reddy (DIN: 01539678) retires by rotation and being eligible has offered himself for re- appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

The tenure of Mr. L Vinay Reddy (DIN: 00202619), Managing Director of the Company expired on January 31, 2015. The Nomination and Remuneration Committee and the Board of Directors at its Meeting held on February 11, 2015, has re-appointed him as the Managing Director of the Company for a further period of two years from February 1,2015, subject to the approval of the members. Terms and conditions for his re- appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

The tenure of Mr. L. Jaipal Reddy (DIN: 01539678), Whole time Director of the Company expired on January 31,2015. The Nomination and Remuneration Committee and the Board of the Directors at its meeting held on February 11,2015, has re-appointed him as the Whole time Director of the Company for a further period of two years from February 1, 2015, subject to approval of the members by passing Special resolution at annual general meeting. Terms and conditions for his appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Mrs. Taruna Reddy was appointed as an Additional Director with effect from March 30,2015 to hold office up to the date of forthcoming Annual General Meeting.

The resolutions seeking approval of the Members for the appointment/re-appointment of Mr. L Jaipal Reddy, Mr. L Vinay Reddy and Mrs. Taruna Reddy have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Mrs. Taruna Reddy, Mr. L Vinay Reddy and Mr. L Jaipal Reddy.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. R. Govindarajan, Chief Financial Officer and Ms. Darsha Sanghvi, Company Secretary as key managerial personnel of the Company were formalised during the year.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FORTHE INDEPENDENT DIRECTORS

In compliance with the requirements of the clause 49 of the Listing Agreement, the Company has put in place a Familiarisation Programme for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of such programme is available on the website of the company www.lovableindia.in and may be accessed through the web link http:// lovableindia.in/ index.php? route= information/information&information id=69.

NUMBER OF MEETINGS OF THE BOARD

Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

EVALUATION OF PERFORMANCE OFTHE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of various criteria such as Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as Committee composition, process, dynamics, deliberation, strategic discussions, effective reviews etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as Transparency, Analytical Capabilities, Performance, Leadership, Ethics and ability to take balanced decisions regarding stakeholders.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of the executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of independent directors, at which the performance of the Board, its committee and individual Directors was also discussed.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

RISK MANAGEMENT

Your Company has an elaborate Risk Management procedure. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTYTRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website; web link at http://lovableindia.in/index.php?route=information/information&information id=69. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a yearly basis for transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

WHISTLE BLOWER MECHANISM/VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the company has formulated a Vigil Mechanism in addition to the existing code of conduct that governs the actions of its employees. This Whistleblower Policy aspires to encourage all employees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) that affect Company's interest / image.

A copy of the Policy is available on the website of the Company and may be accessed through the web link http://lovableindia.in/index.php?route=information/information& information id=69.

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

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment during the year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company; weblink http://lovableindia.in/ index.php? route=information / information&information id=69.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SUBSIDIARY

Your Company does not have any subsidiary Company.

LISTING

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the annual listing fees have been duly paid.

CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2015 is enclosed as a part of this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

Statutory Auditors

M/s Vinod Kumar Jain & Co., Chartered Accountants (FRN: 111513W) were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 25th September, 2014 for a period of three consecutive years, upto the conclusion of 30th Annual General meeting of the Company, subject to ratification by members at every Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co., Practicing Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure D".

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

SIGNIFICANT AND MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS

No significant or material Orders were passed by the Regulators or Courts or Tribunals during the previous year which may impact the Going Concern Status of the Company's Operation in the future.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 25,2014), with the Ministry of Corporate Affairs.

CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity.

The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law.

Your Company is committed to embrace the new law in letter and spirit. Inline with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

During the year, your Company has adopted new policies and amended existing policies such as Policy on Related Party Transactions, Remuneration Policy CSR Policy and Whistle Blower Policy in line with new governance requirements. These policies are available on the website of the Company. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A Certificate of the CEO and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

APPRECIATIONS ANDACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress. It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board of Directors

Lovable Lingerie Limited

Place: Mumbai L Vinay Reddy

Date: August 12, 2015 Chairman

(DIN: 00202619)

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the 26th 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, 2013. The summarized financial results for the year ended 31st March, 2013 are as under:

Financial Results:

(Rs.In Lacs)

Particulars Current Year Previous Year 2012-13 2011-12

Profit Before Tax & Depreciation 2733.00 2921.50

Depreciation 185.10 150.34

Profit before Tax 2547.90 2771.16

Provision for Taxation 659.38 605.95

Profit after Tax and Depreciation 1889.80 2161.28

Tax/other adjustments (1.28) 3.92

Surplus brought forward 4015.52 2415.83

Profit available for appropriation 5904.04 4581.03

Appropriations:

Transferred to General Reserve 141.70 175.00

Proposed Dividend on Equity Share Capital 336.00 336.00

Corporate Dividend Tax on Proposed Dividend 54.51 54.51

Balance Carried forward 5371.84 4015.52

5904.04 4581.03

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 11.24 12.89

EPS Basic & Diluted- After Extraordinary Items (in Rs.) 11.24 12.89

Review of Operation

Your Company registered a turnover of Rs. 15,108.64 lacs during the current year as compared to Rs. 13,299.39 lacs during the corresponding previous year. The Profit after depreciation and tax is Rs. 1,889.80 lacs during the current year as compared to Rs. 2,161.28 lacs during the corresponding previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs. 2 per equity share of face value Rs. 10/- each for the year ended March 31, 2013.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed thereunder during the year under review.

Subsidiary

Your Company does not have any subsidiary Company.

Listing:

Your Company''s shares are listed on the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

Pursuant to the provisions of Clause 43A of Listing Agreement with Exchanges, the utilization of net proceeds of the IPO as stated in the Prospectus dated March 15, 2011 and aggregating Rs.. 11327.50 Lacs is as follows:

(Rs.In Lacs)

Particulars Object as per Actual Prospectus Utilization

Amount received from Pre-IPO 2000.00

Amount received from IPO 9327.50

Utilisation of funds upto March 31, 2013

Setting up manufacturing facility to create additional capacity as Bengaluru 2284.93 1,880.46

Expenses to be incurred for Brand Building 1800.00 1,398.67

Brand Development Expenses 600.00 382.49

Investment in Joint Venture 2500.00 0.00

Setting up of Exclusive Brand Outlets ("EBO''s") 1412.18 663.44

Setting up of Retail Store Modules for "Shop-in-Shop" 361.00 342.84

Upgradation of Design Studios 759.52 271.34

General Corporate Purpose 2396.16 0.00

Public Issue Expenses 846.26 755.67

Interim Utilisation of IPO Proceeds upto 31.03.2013 (Rs. In Lacs) Balance Unutilised amount temporarily invested in

Mutual Funds 5632.59

Balance with Banks 0.00

Total 5632.59

Directors

Mr. Dhanpat Kothari, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Mr. Anantharaman Mahadevan, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

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.

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

Vinod Kumar Jain & Co., Chartered Accountants, Mumbai, will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. The Company has obtained the requisite certificate as required under Section 224(1B) of the Companies Act, 1956 to the effect that their re- appointment, if made, will be in conformity with the limits specified under the said section. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are furnished in the Annexure - I to this report.

Corporate Governance

Your Company is the follower of Corporate Governance Practice.

A Report on the Corporate Governance, "Management Discussion and Analysis" giving details of the Company''s Business and Operating Results are annexed as part of this Annual Report for the information of shareholders. The Company has also obtained the requisite Certificate from Managing Director of the Company. The Managing Director''s declaration regarding Compliance with Company''s code of conduct for directors and senior management Personnel forms a part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that- - In preparation of the Annual Accounts, the applicable accounting standards have been followed.

- 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.

- 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.

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

Green Initiative

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, Company adopts to send documents such as notices of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (DP) with whom they are having Demat A/c. or send the same to the Company via e-mail at:- [email protected]. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

Employee Relations

Good work culture and cordial employer-employee relationship has been a constant effort of the Company. The Board wishes to place on record, its sincere appreciation to all the employees in the Company for their sincere efforts, dedication and valuable contribution in the overall development of the Company.

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

During the Year, there were no amounts which remains 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 Relation

Your Company continued to receive unstinted support and co-operation from its retailers, stockiest, suppliers of goods/services, clearing and forwarding 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.

Cost Auditors

The Central Government vide its notification dated January 24, 2012 under the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report to the Ministry of Corporate Affairs.

The Company had appointed Mr. Sushil Kumar Agarwal of M/s. S. K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor, for issue of Cost Audit Report for the Financial Year 2012-13.

The Cost Audit Report for the financial year ended 31st March, 2013 will be filed within the prescribed period.

Acknowledgements

Your Directors express their deep and sincere appreciation for the continued co-operation and valuable support extended to the Company by the esteemed shareholders, customers, business partners, vendors, financial / investment institutions and commercial banks during the year under review and look forward to receive greater measure of the same.

For and on behalf of the Board of Director

Lovable Lingerie Limited

Place: Mumbai L. Vinay Reddy Lattupalli Jaipal Reddy

Date: May 28, 2013 (Chairman and Managing Director) (Whole Time Director)

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Mar 31, 2012

The Directors are pleased to present the 25th 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, 2012. The summarized financial results for the year ended 31st March, 2012 are as under:

Financial Results:

(Rs. In Lacs)

Particulars Current Year Previous Year 2011-12 2010-11

Profit Before Tax & Depreciation 2921.50 1992.83

Depreciation 150.34 142.21

Profit before Tax 2771.16 1850.62

Provision for Taxation 609.87 438.47

Profit after Tax and Depreciation 2161.28 1412.15

Tax / other adjustments 3.92 (3.10)

Surplus brought forward 2415.83 1675.63

Profit available for appropriation 4581.03 3084.68

Appropriations:

Transferred to General Reserve 175.00 10.00

Utilised for issue of Bonus Shares - 365.00

Proposed Dividend on Equity Share Capital 336.00 252.00

Corporate Dividend Tax on Proposed Dividend 54.51 41.85

Balance Carried forward from previous year 4015.52 2415.83

4581.03 3084.68

EPS Basic & Diluted- Before Extraordinary Items (in Rs.) 12.89 12.26

EPS Basic & Diluted- After Extraordinary Items (in Rs.) 12.89 12.26

Review of Operation

Your Company registered a turnover of Rs.13299.39 lacs during the current year as compared to Rs.10148.50 lacs during the corresponding previous year. The Profit after depreciation and tax has increased during the year to Rs.2161.28 lacs compared to Rs.1412.15 lacs of previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs.2 per equity share of face value Rs.10/- each for the year ended March 31,2012.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rules framed there under during the year under review.

Subsidiary

Your Company does not have any subsidiary Company.

Listing:

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

Pursuant to the provisions of Clause 43A of Listing Agreement with Exchanges, the utilization of net proceeds of the IPO as stated in the Prospectus dated March 15,2011 and aggregating Rs. 11327.50 Lacs is as follows:

(Rs. In Lacs)

Particulars Object as per Actual Prospectus Utilization

Amount received from Pre-IPO 2000.00

Amount received from IPO 9327.50

Utilisation of funds upto March 31, 2012

Setting up manufacturing facility to create additional capacity as Bengaluru 2284.93 1472.65

Expenses to be incurred for Brand Building 1800.00 684.38

Brand Development Expenses 600.00 9.18

Investment in Joint Venture 2500.00 -

Setting up of Exclusive Brand Outlets ("EBO's") 1412.18 107.00

Setting up of Retail Store Modules for "Shop-in-Shop" 361.00 155.14

Upgradation of Design Studios 759.52 -

General Corporate Purpose 2396.16 -

Public Issue Expenses 846.26 755.67

(Rs. In Lacs)

Interim Utilisation of IPO Proceeds upto 31.03.2012 (Rs. In Lacs) Balance Unutilised amount temporarily invested in

Mutual Funds 8143.49

Balance with Banks 0.00

Total 8143.49

Directors

Mr. Anantharaman Mahadevan was appointed as an Additional Director of the Company by passing a resolution through circulation Dated 22nd September, 2011. In terms of Section 260 of the Company's Act, 1956 read with the Articles of Association of the Company, Mr. Anantharaman Mahadevan would hold office only upto the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 along with the requisite fees proposing appointment of both of them as Directors of the Company at the said Annual General Meeting.

Mr. Sivabalan Paul Pandian director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

Mr. Gopal Sehjpal director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

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

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, are furnished in theAnnexure-1 to this report.

Corporate Governance

Your Company is a follower of sound Corporate Governance Practices.

A Report on the Corporate Governance, "Management Discussion and Analysis" giving details of the Company's Business and Operating Results are annexed as part of this Annual Report for the information of shareholders. The Company has also obtained the requisite Certificate from Managing Director of the Company. The Managing Director's declaration regarding Compliance with Company's code of conduct for directors forms a part of the Report on Corporate Governance.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

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

- The Directors had 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 period.

- 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.

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

Green Initiative

The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies. Your Company has decided to join the MCA in its environment friendly initiative.

Accordingly, company adoopt to send documents such as notices of the General Meetings, Annual Report and other communication to its shareholders via electronic mode to the registered e- mail addresses of shareholders. To support this green initiative of the Government in full measure, shareholders are requested to register/update their latest e-mail addresses with their Depository Participant (D. P. ) with whom they are having Demat A/c. or send the same to the Company via e-mail at:- [email protected]. We solicit your valuable co-operation and support in our endeavour to contribute our bit to the environment.

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 remains 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 Attar & Company, the retiring auditors of the Company, have conveyed their inability to seek re-appointment as the Statutory Auditors of the Company due to Pre-occupation. The Directors placed on record their appreciation of the valuable services rendered by M/s. Attar & Company as Auditors. In view thereof the Board has recomended, subject to approval of Shareholders, Vinod Kumar Jain & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting. Vinod Kumar Jain & Co., Chartered Accountants, have informed the Company that they are eligible to act as the Statutory Auditors, if appointed.

Cost Auditors

The Central Government vide its notification dated 3rd June, 2011 under the Companies (Cost Accounting Record) Rules, 2011 directed the Company to maintain the Cost accounting record for the financial year 2011-12 and obtain the Compliance Report from the practicing cost auditor and also ordered dated 24th January, 2012 and the Companies (Cost Audit Report) Rules, 2011 directed the Company to get the cost accounting record been audited by Practising Cost Auditor for the financial year 2012-13 and submit the cost audit report with Ministry of Corporate Affairs.

The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S. K. Agarwal & Associates, Practising Cost Accountants as a Cost Auditor, for issue of Compliance Report for the financial Year 2011-12 and Cost Audit Report for the Financial Year2012-13.

The Compliance Report for the financial year ended 31st March, 2012 will be filed within the prescribed period.

Appreciations

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 co- operation extended and the solidarity shown by the employees. For and on behalf of the Board of Director

Lovable Lingerie Limited

Place: Mumbai L.Vinay Reddy Lattupalli Jaipal Reddy

Date: May 14, 2012 (Chairman and Managing Director) (Whole Time Director)

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Mar 31, 2011

The Members,

The Directors are pleased to present the 24th 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, 2011.The summarized financial results for the year ended 31st March, 2011 are as under:

Financial Results: (Rs In Lacs)

Particulars Current Year Previous Year

2009 - 2010 2010-2011

Profit Before Tax & Depreciation 1987.92 1556.98

Depreciation 137.30 130.69

Profit before Tax 1850.62 1426.19

Provision for Taxation 438.47 345.63

Profit after Tax and Depreciation 1412.15 1080.66

Tax/other adjustments (3.10) (76.51)

Surplus brought forward 1675.63 1161.32

Profit available for appropriation 3084.68 2165.47

Appropriations

Transferred to General Reserve 10 10

Utilised for issue of Bonus Shares 365 392.38

Proposed Dividend on Equity Share Capital 252 75

Corporate Dividend Tax on Proposed Dividend 41.85 12.46

Balance Carried forward from previous year 2415.83 1675.63

3084.68 2165.47

EPS Basic & Diluted- Before Extraordinary Items (in Rs) 12.26 9.38

EPS Basic & Diluted- After Extraordinary Items (in Rs) 12.26 9.61

Review of Operation

Your Company registered atum over of Rs10403.69 lacs during the current year as compared to Rs8695.35 lacs during the corresponding previous year. The Profit before depreciation and tax has increased during the year to Rs1987.92 lacs compared to Rs1556.98 lacs of previous year. Your Directors are continuously looking for avenues for future growth of the Company in Lingerie industry.

Dividend

Your Directors are pleased to recommend an equity dividend of Rs1.5 per equity share of face value Rs10/- each forthe year ended March 31,2011.

Share Capital

During the year under review, the Company has increased its Authorised Share Capital from ^11,00,00,000 divided into 1,10,00,000 Equity Shares of Rs10 each to Rs18,00,00,000 divided into 1,80,00,000 Equity Shares of Rs10 each at the Members' meeting held on 20th September, 2010.

Deposits

Company has not accepted any deposits as defined under section 58A of the Companies Act 1956 and the rulesframed there under during the year review.

Listing:

Your Company's shares are listed in the Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) and the listing fees have been duly paid.

Utilization of IPO Proceeds

The Company has raised Rs 113.275 Crores from the allotment of 55,50,000 Equity Shares in the last quarter of the year through an initial Public Offer (IPO) and still the amount is not utilized except for IPO expenses.

Directors

Mr. Sivabalan Paul Pandian and Mr. Gopal G. Sehjpal were appointed as an Additional Directors of the Company at a Board Meeting held on 20th September 2010. In terms of Section 260 of the Company's Act, 1956 read with the Articles of Association of the Company, both Mr. Sivabalan Paul Pandian and Mr. Gopal G. Sehjpal would hold office only upto the forthcoming Annual General Meeting of the Company. The Company has received notices under Section 257 of the Companies Act, 1956 along with the requisite fees proposing appointment of both of them as Directors of the Company at the said Annual General Meeting.

Mr. Dhanpat M Kothari director of is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment the company.

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

Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

Auditors

Attar & Company, Chartered Accountants, having its office at 228/229, Sai Vihar, Sai Park, Shivaji Path, Kalyan, Maharashtra, will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment. The Company has obtained the requisite certificate as required under Section 224(1B) of the Companies Act, 1956 to the effect that their re-appointment, if made, will be in conformity with the limits specified under the said section.

Your directors recommends their re-appointment as Statutory Auditors of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars prescribed in the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988,arefurnishedintheAnnexure-ltothis report.

Corporate Governance

The Company is committed to principles of good governance, as it firmly believes that good corporate governance is the adoption of best practices to ensure that the company operates not only within the regulatory framework, but is also guided by broader business ethics. It also espouses and practices a wide spectrum of Corporate Sustainability initiatives as also Affirmative Action across locations.

The Company is committed to maintain the good standard of Corporate Governance and adhere to the Corporate Governance requirements set out in the listing. The Company has also implemented several best corporate govemance practices as prevalent world wide.

The Board of Directors supports the Broad Principles of Corporate Governance in addition to the basic governance issues; the Board lays strong emphasis on transparency accountability and integrity.

Further separate Management Discussion and Analysis Report covering wide range of activities such as outlook, performance of the Company etc is also enclosed.

Certificate from Managing Director and Chief Financial Officer as require under Clause 49 of the Listing Agreement and a declaration by Managing Director in compliance with the Code of Conduct and ethics is obtained. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

Directors'ResponsibilityStatement

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that-

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

- The Directors had 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 ofthe company atthe end ofthefinancialyearand of the profit orlossofthe company for that period.

- 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.

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

Employee Relations

Continued emphasis on development of human resources and creation of good work culture has remained focus of your Company. Relations between the employees and the management continued to be cordial during the year. Your Directors and Management express happiness for the commitment shown by the employees. The Board wishes to express its deep appreciation to all employees of your Company for their dedicated services during the year.

Trade Relation

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.

Acknowledgements

Your Directors wish to thank all stakeholders and business partners, your Company's bankers, financial institutions, medical profession and business associates for their continued support and valuable co- operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Place: Mumbai For and on behalf of the Board of Directors

Date: 30th May, 2011 Lovable Lingerie Limited

Sd/- Sd/-

Vinay Jaipal Reddy Lattupalli Jaipal Reddy

(Chairman and Managing Director) (Whole Time Director)