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Directors Report of Momai Apparels Ltd.

Mar 31, 2016

DIRECTOR REPORT

The director pleasure in presenting the 7th Annual Report of your company together with the Annual Financial statement for the year ended 31st March, 2016.

Profit and Loss Account

Particulars

Year Ended 31.03.2016 (In Lakhs)

Year Ended 31.03.2015 (In Lakhs)

Revenue

13850.99

12316.74

EBITDA

1131.88

1059.40

Profit before tax

450.96

556.68

Profit after Tax

312.18

366.49

Operation

During the year under review, The Total Net Revenue Increased from Rs. 12316.74/- Lakhs to Rs. 13850.99/-Lakhs. Further, the company made a profit of Rs. 450.96/- Lakhs before taxation compared to Rs.556.68/- Lakhs in the previous year. Net profit after tax amounted to Rs. 312.18 Lakhs as compared to Rs.366.49 Lakhs in the previous year.

Transfer to Reserves

The amount proposed to be transferred to General Reserves is Rs. 312.18/-Lakhs which is also mentioned in the financials.

Dividend

No dividend was declared by the Company during the financial year 2015-16.

Directors and Key Managerial Personnel

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and Companies Articles of Association Mr.Dinesh Sodha and Mr. Hitesh Punjani is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The board recommends their appointment.

Key Managerial Personnel

1.Mr. Harshad Thakkar Chairman and Managing Director

2.Mr. Anurag Gangwal Chief Financial Officer

3.Ms.Bhoomi Mewada Company Secretary

Mr. Alok Nag, Mr. Tarak Gor and Mrs. Anupama Sharma are Independent Directors of the Company. Further details on the directors including criteria for qualification, independence etc. are given in the Corporate Governance Report which form part of this Annual Report.

Capacity expansion

The company has expanded the production capacity by shifting the factory unit at Vapi Gujarat. The production capacity is increased with new innovative machineries.

Human Capital

Your company believes that human talent is its fundamental strength. The Companies nurtures competencies and skills through learning and development programme and recognize talent and reward it through performance management system. Your Company has generally enjoyed cordial relations with its employees. Worker and staff employees are paid in accordance with the wage agreement. The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read along with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure I form part of this Report.

The employee strength of the company as on 31st March, 2016 was 39.

Directors Responsibility Statement

The Financial Statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair values.

The Director confirms that:

- In preparation of the annual accounts for the Financial Year ended March 31, 2016, the applicable accounting standards have been followed.

- They have selected such accounting policies ad applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

- They have taken proper and sufficient care towards 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 the fraud and other irregularities.

- They have prepared the annual accounts ongoing concern basis.

- They have laid down Internal Financial Controls, which are adequate and are operating effectively.

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

Share Capital

The Paid up Equity share capital of the company as on 31st March, 2016 is Rs. 14.42 Crore. During the year company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

Declaration by independent directors

The board has received the declaration from all the Independent directors as per the Section 149(7) of the Companies Act, 2013 and the board is satisfied that all the Independent directors meet the criteria of independence as mentioned in section 149(6) of the Companies Act, 2013

OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013 READ WITH RULES MADE THEREUNDER (“ACT”) AND OTHER APPLICABLE LAW, RULES AND REGULATION.

Familiarization programme for Independent Director

The company’s policy on programme and measures to familiarize independent directors about the company, its business, updates and development includes various measures viz. issue of appointment letters containing terms and conditions, duties etc. management information reports, presentation and other programme as may be appropriate from time to time. The policy and programme aims to provide insights into the company to enable independent directors to understand the business, functionaries, business model and other matters. The said policy is displayed on the company’s website at http://www.momaiapparels.com/annualreports/Policies/Familiraisation%20programme.pdf

Number of Meeting of the Board

During the year board meet five times in the year. The details of the board and various committees meeting are given in the Corporate Governance Report.

Sr. No.

Date of the Meeting

Place

1.

21st May, 2015

Mumbai

2.

29th August, 2015

Mumbai

3.

14th November, 2015

Mumbai

4.

15th January, 2016

Mumbai

5.

31st March, 2016

Mumbai

The gap between the meetings was as prescribed under the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”)

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, during the year under review, the Board has carried out an annual performance evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review. A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report of performance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees and Directors during the year under review. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings held on 31st March 2016.

Corporate Governance

The company is committed to maintain highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Your Company continues to follow the principles of good corporate governance and the board of directors lays strong emphasis on transparency, accountability and integrity. Your company has complied with partly mandatory requirements of SEBI(LODR) Regulation, 2015 and has obtain the report on Corporate Governance from the statutory auditor of the company as Annexure II.

Extract of Annual Return

The extract of the annual return in the form of MGT 9 is annexed to this report as Annexure III.

Auditors

Statutory Auditor

At the Annual General Meeting held on 10thSeptember, 2014, M/s. Bagaria & Co., LLP Chartered Accountants(Firm Registration No.: 113447W/W-10001), were appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the same has been ratified by the shareholders. The members are requested to ratify the appointment of, M/s. Bagaria & Co., LLP Chartered Accountants as statutory auditors of the Company and to fix their remuneration for the year 2016-17.

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company has re-appointed, M/s. Jaiprakash Singh & Associates, Practicing Company Secretary, (Membership No.7391) to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2015-16 issued by him in the prescribed form MR-3 is annexed to this Report as Annexure IV.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

Particulars of loans, guarantees or investments under Section 186 of the Act

Details of Loans, Guarantee and Investment Covered under section 186 of the Companies Act, 2013 form part of the notes to the Financial Statement provided in this Annual Report.

Related party transactions

All related party transactions (RPTs), which were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and were also material RPTs under regulation 23 of the SEBI Listing Regulations, 2015.

During the year 2015-16, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before Audit Committee for approval. A statement showing the disclosure of transactions with related parties as required under is set out separately in this Annual Report.

Particulars of contracts or arrangement with related parties referred to in section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, is appended as Annexure V to the Board Report.

There were no material transactions entered into with related parties, during the year under review, which may have had any potential conflict with the interests of the Company. A Policy on materiality of RPTs and also on dealing with RPTs has been formulated by the Board and same is available on our website http://www.momaiapparels.com/annualreports/Policies/Policy% 20on% 20Related %20Party%20Transaction.pdf

Details relating to Deposits

During the year under review, the Company has not accepted any fixed deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2016, there were no deposits which were unpaid or unclaimed and due for repayment.

Corporate Social Responsibility

The Company firmly believes that the industry owes duty of welfare to the society at large and it shall pursue the commitment of social responsibility and carry out the social work directly and/or though other welfare registered organization.

The Company’s policy on Corporate Social Responsibility (CSR) States various CSR activities that the Company could undertake to discharge its responsibilities towards the society.

For the year ended 31st March, 2016, the company has made provision of Rs.8, 97,817/- and has not spent any amount on CSR and attaching herewith Annexure VI of the same.

Whistle Blower Policy/ Vigil Mechanism

The company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report violation of personnel policies of the company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The vigil Mechanism ensures standard of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company’s website: www.momaiapparels.com

Subsidiary, Associates or Joint Venture

The company does not have any Subsidiary, Associate Company or Joint Ventures at the end of the financial year 2015-16.

Company’s Policy on Directors Appointment and Remuneration

The Nomination and Remuneration committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the field of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the company. The company has laid down remuneration criteria for directors, key managerial personnel and other employees in the Nomination and Remuneration Committee.

The policy, inter-alia includes criteria for determining qualifications, positive attributes, independence of a director, and expertise and experience required for appointment of directors, KMP and senior management.

The Nomination and Remuneration Policy is available on company’s website:

http://www.momaiapparels.com/annualreports/Policies/Nomination%20and%20Remuneration% 20Polic.pdf

Management Discussion and Analysis Report (MDAR)

The Management Discussion and Analysis Report which forms part of the annual report.

Internal Financial Control and Its Adequacy

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, the timely preparation of reliable financial disclosures.

Other Information/ Disclosures’

There are no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the Financial Year of the Company i.e., March 31st, 2016.

In terms of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules, it is mandatory to review status of sexual harassment related complaints in the Annual Report. There were no incidents of Sexual Harassment reported in the Company. For protection against sexual harassment, Corporate Governance has formed an internal complaints committee to which employees can write in their complaints. The Company has a Prevention of Sexual Harassment Policy which has formalized a free and fair enquiry process for dealing with such issues, with clear timelines.

Committees of Board

Currently, the board has four committees: The Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. A detailed note on board composition and its committees is provided in the Corporate Governance report.

Scheme of Amalgamation

Pursuant to Sections 391 to 394 of the Companies Act, 1956 (or re- enactment thereof upon effectiveness of the Companies Act, 2013), the audit committee and the board of the company at a meeting held on March 31, 2016 have approved the Scheme of the Amalgamation of the company with its holding company Ashapura Intimates Fashion Limited as per the Draft Scheme of Amalgamation placed before them.

The same scheme has been submitted to National Stock Exchange of India Limited for their approval. The aforesaid scheme of amalgamation shall be subject to requisite approvals of the shareholders, the Hon''ble High court of Bombay and other statutory/ regulatory authorities, as may be applicable. The documents relating to the aforesaid is disclosed on the website: www.momaiapparels.com

Code of Conduct

The Board of Director has adopted the insider trading policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The insider trading policy of the company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the company, as well as consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the ethical standards of dealing in company securities.

The insider trading policy of the company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on our website:

http://www.momaiapparels.com/annualreports/Policies/Insider%20Trading%20Policy.pdf

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

The information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The company has no activity involving conservation of energy or technology absorption.

b. There is no foreign exchange earnings and outgo.

Acknowledgement and Appreciation

The Director wish to convey their appreciation to all of the company''s employees for their enormous personal efforts as well as their collective contribution to the company''s performance. The Director would like to thank the shareholders, customer, dealers, suppliers, bankers, Government and all other business associates for the continuous support given by them to the company and their confidence in its management.

For and On Behalf of the Board

sd/-

Harshad Thakkar

Managing Director

DIN:01869173

Place: Mumbai

Date: 25th August, 2016


Mar 31, 2015

To

The Members of

MOMAI APPARLES LIMITED

The Directors are pleased to present the 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, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

YEAR ENDED 31.03.2015 YEAR ENDED 31.03.2014

Sales & Other Income 12310.03 11745.35

Profit before depreciation and Tax 614.19 531.20

Depreciation (57.51) (40.42)

Profit before tax 556.68 490.78

Provision for Taxation (190.19) (163.97)

Net Profit for the year 366.491 326.811

The Financial statement of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 in terms of Rule 7 of the Companies (Accounts) Rules, 2015) and the relevant provisions of the Companies Act, 2013 as applicable and guidelines issued by the Securities and Exchange Board of India(SEBI).

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31st March, 2015, the company is not having any Subsidiaries, Joint Ventures or Associates Companies.

KEY MANAGERIAL PERSONNEL

In accordance with the Provisions of the act and the articles of association of the Company,

Sr. Date of Date of Resignation/ withdrawal Name Designation No Appointment of Nomination

1 Harshad Thakkar Managing Director 21/01/2010 -

2 Dinesh Sodha Director 21/01/2010 -

3 Hitesh Punjani Director 15/04/2013 -

4 Tarak Gor Independent Director 16/08/2014 -

5 Alok Nag Independent Director 16/08/2014 -

6 Anupama Sharma Independent Director 27/11/2014 -

7 Shrikant Maheshwari Independent Director 16/08/2014 31/10/2014

8 Bhoomi Mewada Company Secretary 16/06/2014 -

DIVIDEND

The DIVIDEND of Rs. 0.75 (i.e.7.5% of FV Rs. 10/-) per equity share on the equity paid up of the company as recommended by the Board be and is hereby declared."

SHARE CAPITAL

The equity shares of the Company is listed on NSE of India Limited since 16th October, 2014.

During the year there was change in the Share Capital of the Company which are mentioned in the Table Below:

Authorised Increase During Date Particulars Paid up Capital Share Capital the year

As on 1st April, -- 15,00,00,000 -- 8,87,43,350 2014

As on 28th July, Authorised Share Capital 16,00,00,000 1 Crore 8,87,43,350 2014 Increased to 16 Crores

As on 12th Issue of 1, 70,880 Equity shares on 16,00,00,000 1,70,88,00 10,58,31,350 September, 2014 Private Placement Basis.

As on 13th Inital Public Ofering 16,00,00,000 38,46,400 14,42,95,350 October, 2014

OPERATIONS

Detailed information on the operation 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

Momai Apparels Ltd" has been assigned 'SME Fundamental Grade 4 /5' to the Company') by CARE rating, indicating the "Very Good fundamentals".

Momai Apparels Limited has been assigned BBB- which stand for Moderate degree of safety regarding timely servicing of financial obligations.

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.

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.

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).

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 victmizaton 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 reports 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. 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.

AUDITORS

a. Statutory Auditors:

M/s. Bagaria and Co., LLP, Chartered Accountants, Statutory Auditors having its office at 101, Tripta Sadan, Shantawadi, J P Road, Andheri (W), Mumbai – 400 058 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 the 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 there under. Accordingly, the Board of Directors has recommended the re-appointment of Bagaria &Co.LLP, 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 9 times during the year. Detailed information is given in the Corporate Governance Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year ended under review, as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchange in India, is present N ng in a separate sect 0 on forming Part of the Annual 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

STATUTORY DISCLOSURE

The summary of the key financial of the company is included in this Annual report. A copy of audited financial statements for the company will be made available to the members of company seeking such information at any point of time. The Audited financial statements for the 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

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-operaton.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 MOMAI APPARELS LIMITED

Sd/- Mr. HARSHAD THAKKAR

Chairman and Managing Director

Date : 29th August, 2015.

DIN:01869173 Place: Mumbai


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 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 1st 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 4th April 2014 issued by the Ministry of Corporate Affairs.

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

1. OPERATIONS

During the year under review, the company has achieved turnover of Rs.11, 728.58 LACS against RS.9954.82 LACS against turnover for the year 2012-13. Your Directors are optimistic about the result in the coming years.

2. FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31.03.2014 31.03.2013 (In Lakhs) (In Lakhs)

Sales & Other Income 11745.35 9,955.82

Profit before depreciation and Tax 5,311.97 3064.41

Depreciation (404.22) (7.15)

Profit before tax 4907.74 3057.26

Provision for Taxation (1639.70) (103.89)

Net Profit for the year 3268,04 2953.37

3. FINANCIAL PERFORMANCE

During the year under reviewed the Authorised Share Capital of the Company was increase with members approvals from Rs. 7, 50, 00,000 (Seven Crore Fifty Lacs) divided into 75, 00,000 ( Seventy Five Lacs) equity shares of Rs. 10 each to Rs. 15,00,00,000 ( Fifteen Crore) divided into 1,50,00,000 (one crore fifty lacs) equity shares of Rs. 10 each as on 27th February,2014.

4. AUDITORS REPORT

The notes to the Accounts as referred to in the Auditors' Report are self explanatory, and therefore do not call for any further comments.

5. AUDITORS

The Statutory Auditors M/S Bagaria & Co., Chartered Accountant have expressed their willingness and offer themselves for appointment as Statutory Auditors for the Financial Year 2013-2014.

6. PERSONNEL

There were no employees drawing more than aggregate remuneration as specified under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended

7. DIVIDEND

Your Directors are pleased to recommend an equity dividend of Rs. 0.50 per equity share for the year ended March 31st, 2014, subject to the approval of the shareholders at the ensuing Annual General Meeting.

8. DIRECTORS

i) Appointment

Mr. HITESH SUBHASH PUNJANI, who was appointed by the Board of Directors as an Director of the Company with effect April 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.

ii) Resignation

Mrs.Vanita Sodha, Member of the board, resigned from the services of the company effective with 15th April, 2013. The board would like to thank and record its appreciation for her contribution in the building company's Market.

9. CONVERSION OF COMPANY

Company converted from Private Company to Public Company as on 5th September, 2013 and the certificate of conversion received on the same day.

10. CONVERSATION OF ENERGY & TECHNOLOGY ABSORPTION.

Regular supervision and controls are being maintained for the conversation of energy. As regards technology, the company is in continuous touch with the developments taking place in the international field. The company has achieved efficient plant operation and international product quality.

11. FOREIGN EXCHANGE EARNING & OUTGO

There is no expenditure/lncome of Foreign exchange during the year ended 31st March, 2014.

12. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts containing the Financial statement for the year 2013-14 are in full conformity with the requirement of the Act and they believe that the financial statement reflects fairly the form and substance of the transactions carried out during the year and reasonably present the company's financial condition and results of operations. These financial statements are audited by the statutory Auditors M/S Bagaria & Co.,

Yours Directors further confirm that:

I. In the preparation of the annual accounts for the year ended March 31st , 2014 the applicable accounting standards read with requirement set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same:

II. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give true and far view of the state of affairs of the company for the year ended on that date: and

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities: and

IV. The Directors have prepared the annual accounts of the company on a going concern basis.

13. ACKNOWLEDGEMENT

Yours Directors acknowledge with gratitude the assistance, co-operation and support received by the company from Banks, other statutory/ Government bodies, shareholders & Auditors and look forward to their continued support in future.

For and on behalf of the Board, Momai Aonarels Limited

Harshad Hirji Thakkar Director DIN: 01869173

Place: Mumbai Date: 15th May, 2014


Mar 31, 2013

Dear Members,

The Directors are pleased to present the third Annual Report together with the Audited Accounts of the company for the year ended on 31st March, 2013.

1. OPERATIONS

During the year under review, the company has achieved turnover of Rs.9997.92 LACS against 3152.99 LACS turnover for the year 2011-12, Your Directors are optimistic about the results in the coming years.

2. FINANCIAL RESULTS

(Rs IN LACS)

Particulars Year Ended Year Ended

31.03.2013 31.03.2012

Revenue from operations 9,996.93 3,152.99

Other Income 0.995 -

Total "A" 9,997.92 3,152.99

Profit/Loss before Interests Depreciation 423.13 88.43

Less: Finance cost 116.72 0.01

Less: Depreciation & Amortisation 7.15 0.21

Profit/Loss before Tax 299.27 88 21

Less: Tax Expenses 103.93 30.00

Less : Deferred Tax (Asset)/Liabilities (0.04) -

Profit/Loss-after Tax 195.38 58.21

Earnings Per Share Rs. 65.86 116.41

3. AUDITOR'S REPORT

The Notes to the Accounts as referred to in the Auditor's Report are seif explanatory, and therefore do not call for any further comments

4. AUDITORS

M/s JDNG & ASSOCIATES, Chartered Accountants, Auditor has informed that they are not seeking reappointment The Board of Directors has evaluated the appointment of Auditor and is of the opinion that in the best interest of the Company, M/s Bagaria & Co., Chartered Accountants be appointed as the Company's Auditors. The Directors place on record their appreciation of the services rendered by M/s JDNG & Associates.

M/s Bagaria & Co., have confirmed that they are eligible for appointment as Auditors. M/s Bagaria & Co., if appointed, will hold office up to the conclusion of the next Annuai General Meeting of the Company.

5. PERSONNEL

There were no employees drawing more than aggregate remuneration as specified under Section 217 (2-A) of the Companies Act, 1956 read with the Companies ( Particulars of Employees) Rules, 1975, as amended.

6. DIVIDEND

Although the Company has earned profit during the year under review, the Board of Directors has decided to conserve resources and has not recommended dividend to the Equity Shareholders of the Company. At this stage the Directors of the Company consider the policy of Retention of Profits earned for strengthening the Net Worth of the Company in the long-term benefits of the members of the Company.

7. CONVERSATION OF ENERGY & TECHNOLOGY ABSORPTION

Regular supervision and controls are being maintained for the conservation of energy. As regard technology, the company is in continuous touch with the developments taking place in the international field. The company has achieved efficient plant operation and international product quality.

8. FOREIGN EXCHANGE EARNINGS & OUTGO

There is No expenditure/lncome of Foreign exchange during the year ended 31st March, 2013.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts containing the Financial-statements for the year 2012-2013 are in full conformity with the requirement of the Act and they believe that the finartda/ statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the company's financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/S Bagaria & Co.

Your Directors' further confirm that

i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and that there are no material departures from the same;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and far view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date; and

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The Directors have prepared the annual accounts of the Company on a going concern basis

10. ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the assistance , co-operation and support received by the company from the Banks, Other statutory/Government bodies, Shareholders & Auditors and look forward to their continued support in future.

For and on behalf of the Board, MOMAI APPARELS PVT LTD



Director Director

Place: Mumbai Date: 19. 07. 2013


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the Third Annual Report together with the Audited Accounts of the Company for the year ended on 31st March, 2012.

1. OPERATIONS

During the year under review, the Company has achieved turnover of Rs. 3152.99 LACS against NIL turnover for the year 2010-2011. Your Directors are optimistic about the results in the coming years.

1. FINANCIAL RESULTS (Rs .in Lacs)

2011-2012 2010-2011

Net profit before tax 88.21 NIL

Provision for income tax 30.00 NIL

Provision for deferred tax NIL NIL

Net profit for after tax 58.21 NIL

3. AUDITOR'S REPORT:

The Notes to the Accounts as referred to in the Auditor's Report are self explanatory, and therefore do not call for any further comments.

4. AUDITORS:

M/s. JONG & ASSOCIATES, CHARTERED ACCOUNTANTS, auditor of the Company retires and being eligible, offer themselves for re-appointment.

5. PERSONNEL;

There were no employees drawing more than aggregate remuneration as specified under Section 217(2-A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

6. DIVIDEND:

Your Directors do not recommend any dividend on equity shares of the Company for the year ended 31st March,2012.

7. CONVERSATION OF ENERGY & TECHNOLOGY ABSORPTION:

Regular supervision and controls are being maintained for the conservation of energy. As regard technology, the Company is in continuous touch with the developments taking place in- the international field. The Company has achieved efficient plant operation and international product quality.

8. FOREIGN EXCHANGE EARNINGS & OUTGO:

There is an No expenditure/ Income of foreign exchange during the year ended 31st March,2012.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform the members that the audited accounts containing the Financial Statements for the year 2011-2012 are in full conformity with the requirement of the Act and they believe that the financial statements reflect fairly the form and substance of the transactions carried out during the year and reasonably present the Company's financial condition and result of operations. These financial statements are audited by the Statutory Auditors M/s. JDNG & ASSOCIATES,

Your Directors' further confirm that:

i) in the preparation of the annual accounts, applicable accounting standards have been followed;

ii) the accounting policies are consistently applied and reasonable, prudent, Judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ;

iii) that 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 ;

iv) That the Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGMENTS:

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Banks, Other Statutory/Govemment bodies. Shareholders & Auditors and look forward to their continued support in future.

For and on behalf of the Board, MOMAI APPARELS PVT LTD

DIRECTOR DIRECTOR

PLACE: MUMBAI

DATE : 3rd September,2012.

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