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Ashapura Intimates Fashion Ltd.

BSE: 535467 Sector: Industrials
NSE: AIFL ISIN Code: INE428O01016
BSE LIVE 15:44 | 07 Dec 413.10 4.55
(1.11%)
OPEN

409.65

HIGH

423.90

LOW

404.55

NSE LIVE 15:42 | 07 Dec 413.95 8.35
(2.06%)
OPEN

408.75

HIGH

425.00

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OPEN 409.65
PREVIOUS CLOSE 408.55
VOLUME 61435
52-Week high 480.50
52-Week low 230.10
P/E 61.84
Mkt Cap.(Rs cr) 804.31
Buy Price 0.00
Buy Qty 0.00
Sell Price 410.00
Sell Qty 129.00
OPEN 409.65
CLOSE 408.55
VOLUME 61435
52-Week high 480.50
52-Week low 230.10
P/E 61.84
Mkt Cap.(Rs cr) 804.31
Buy Price 0.00
Buy Qty 0.00
Sell Price 410.00
Sell Qty 129.00

Ashapura Intimates Fashion Ltd. (AIFL) - Director Report

Company director report

Dear Members Your Company’s Directors hereby present the Tenth Annual Report ofthe Company together with the Audited Financial Statements of the Company for theFinancial Year ended March 31 2016.

Financial Performance
Particulars Standalone Consolidated
2015-2016 2014-2015 2015-2016 2014-2015
Revenue 18748.38 17900.71 25279.91 19846.71
EBITDA 2684.19 2490.24 3816.07 3535.40
Profit Before Tax 1868.38 1579.58 2319.34 2122.02
Profit after Tax before Minority Interest - - 1550.43 1219.28
Minority Interest - - 247.69 270.42
Profit for the year 1238.25 867.03 1302.74 948.86

Revenue

The Company reported a marginal top line growth compared to last year at StandaloneLevel the reported gross revenue of Rs. 18748.38 Lakhs as compared to Rs. 17900.71 lakhsin the previous year. The EBITDA stood at Rs. 2684.19 lakhs as compared to Rs. 2490.24lakhs in the previous year. The Net Profit after tax reported to Rs. 1238.25 lakhs ascompared to Rs. 867.03 lakhs reported in the previous year.

The Consolidated Gross Revenue from operation for Financial Year 2016 was at Rs.25279.91 Lakhs as compared to Rs. 19846.71 Lakhs in the previous year. The EBITDA stood atRs. 3816.07 lakhs as compared to Rs. 3535.40 Lakhs in the previous year. The profit aftertax stood at Rs. 1550.43 Lakhs as compared to Rs. 1219.28 Lakhs.

Transfer to reserves

The Company has transferred an amount of Rs. 1238.25 Lakhs to Reserve Account duringthe Financial Year ended March 31 2016.

Dividend

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

Finances and accounts

Company continued to reduce finance cost by enhancing capital productivity andimproving cash generation. Working capital continued to be focused area. Receivableinventories and other working capital parameters were kept under strict check throughcontinues monitoring. Reflecting the improved financial strength during the year underreporting the Credit Analysis & Research Limited "CARE" has upgraded thecredit rating assigned to the company reviewed and revised rating from BBB-(Triple Bminus) to CARE BBB+ (Triple B plus) with effect from January 13 2016.

Human Capital

Relation with employees in the corporate office factory and all stores continue to becordial. Human Resources policies (‘HR Policy’) of the company are focused ondeveloping the potential of each employees. With this premise a comprehensive set of HRpolicy are in place aimed at attracting retaining and motivating employees at alllevels.

The statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read along with rules 5(2) and 5(3) of the Companies ( Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure I andform part of this Report.

The employee strength as on 31 March 2016 was 100.

Directors and Key Managerial Personnel

In accordance with the provisions of section 152(6) of the Companies Act 2013 andCompanies Articles Of Association of Mr. Dinesh Sodha and Mr. Hitesh Punjani is liable toretire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. The board

Key Managerial Personnel

The following are the key managerial personnel of the company:

1. Mr. Harshad Thakkar Chairman and Managing Director
2. Mr. Mohit Shah Chief Financial Officer
3. Ms. Manisha Pareek Company Secretary
th
( w.e.f July 25 2015)

During the year Ms. Sonali Gaikwad Company Secretary and Compliance officerresigned. The Board appointed Ms. Manisha Pareek as Company Secretary and Complianceofficer of the Company.

Declaration by Independent Director

Mr. Ramakant Nayak Mr. Ratan Thakur and Mrs. Anupama Sharma as Independent Directorsof Company have given a declaration under section 149(7) of Companies Act 2013 that he/she meets the criteria of independence laid down in section 149(6) of the Companies Act2013 and Regulation 25 of Listing Regulations.

Further details on the directors including remuneration policy criteria forqualification independence etc are given in the Corporate Governance Report which formpart of this Annual Report.

Share Capital

The paid up Equity share capital as at 31st March 2016 stood at Rs. 19.46 Crore.During the year under review the company has not issued shares with differential votingrights nor granted any stock option or sweat equity shares. As on 31 March 2016 theCompany’s equity shares are listed on BSE Limited and National Stock Exchange ofIndia Limited.

During the year the company has issued 5 convertible warrants to Bennett Coleman &Co. Ltd. being a person not belonging to promoter or promoter group (hereinafter referredto as "BCCL") each Warrant exercisable for equity shares of the Company havinga face value of Rs. 10 each aggregating upto to Rs. 162500000 (Rupees Sixteen CroreTwenty Five Lakhs Only). Maximum Number of shares as per Rs. 262.91/- will be 618082 andtotal paid up share capital of company post proposed issue will be 200853220.Preferential Warrants are converted into equity shares after 17 month from the date ofallotment of warrant but on or before expiry of 18 month.

Directors’ Responsibility Statement

The Financial Statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor 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 and applied them consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the Financial year and of theprofit and loss of the company for that period.

• They have taken proper and sufficient care towards maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets 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 areoperating effectively.

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

OTHER DISCLOSURE UNDER COMPANIES ACT 2013 READ WITH RULES MADE THEREUNDER("ACT") AND OTHER APPLICABLE LAW RULES AND REGULATION.

Evaluation of the Performance of the board its committees and individual directors

The Nomination and Remuneration Committee has defined the evaluation criteria for theperformance of board its committees and individual directors.

Pursuant to the provisions of the Companies Act 2013 and SEBI( Listing Obligations andDisclosures Requirements) Regulations 2015 the board has carried out a formal annualevaluation of its own performance and that of its committees and individual directors.

The evaluation of each of the directors was done inter-alia on the basis of theiradvisory role and contribution in the decision making. Further the evaluation of theboard as a whole and all the committees of the directors was done inter-alia on thebasis of the overall directions and guidance provided to the senior executives andsupervisions over their performance.

Extract of Annual Return

In accordance with section 134(3)(a) and section 92(3) of the Companies Act 2013 anextract of the annual return in the prescribed format is appended as Annexure II to theBoard Report.

Particulars of contracts or arrangement made with related parties

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 (the "Listing Regulations") theCompany has formulated a policy on related party transactions which is also available onCompany’s website at

http://www.ashapurafashion.com/investor/Polic y%20on%20Related%20Party%20Transaction.pdf.

All contracts/ arrangement/ transactions entered by the company during the FinancialYear with related parties was on armed length basis and in the ordinary course ofbusiness. All related party transactions are placed for approval before the Auditcommittee and also before the board wherever necessary in compliance with provision of thecompanies act and the Listing Regulation.

Particulars of contracts or arrangement with related parties referred to in section188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as AnnexureIII to the Board Report.

Corporate Social Responsibility

As a part of its Corporate Social Responsibility (‘CSR’) initiatives thecompany has not undertaken CSR projects and programme. But company has made provision forCSR. The company has CSR committee of directors. Details about the committee the CSRactivities and the amount un spent during the year as required under section 135 of theAct as Annexure IV forming part of the report. The company has framed a CSR Policy incompliance with the provision of the Act and the same is placed on the Company’swebsite http://www.ashapurafashion.com/investor/CSR %20Policy.pdf

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The main objective of the said policy is to ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate the DirectorsKMP and senior management employees. This policy also lays down criteria for selection andappointment of Board Members including determining the qualifications positive attributesand independence of a Director. The details of this policy are explained in the CorporateGovernance Report. The company has framed a Nomination and Remuneration Policy incompliance with the provision of the act and the same is placed on the Company’swebsite at http://ashapurafashion.com/investor/Nomination%20and%20Remuneration%20Policy.pdf

Corporate Governance

Corporate Governance is about maximizing shareholder value legally ethically andsustainably. The goal of the Corporate Governance is to ensure fairness for everystakeholder. The company is committed to maintain highest standards of CorporateGovernance aligned with the best practices. Pursuant to applicable provision of ListingRegulation a detailed report on Corporate Governance forms part of the Annual Report. Thecompany is in compliance with various requirement and disclosures that have to be made inthis regards.

Subsidiary Company

The Company has one subsidiary " Momai Apparels Limited" .During the yearBoard of Director reviewed the affairs of the Subsidiaries. In accordance with section129(3) of the Companies Act 2013 we have prepared Consolidated Financial Statement of thecompany which form part of the Annual Report. Further a statement of subsidiary in theprescribed format AOC-1 is form part of the Financial Statement of the Company.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatement including the Consolidated Financial Statements and related information of thecompany and audited accounts of its subsidiary are available on our website atwww.ashapurafashion.com

Particular of loans guarantee or investments

Details of Loans Guarantee and Investment Covered under section 186 of the CompaniesAct 2013 form part of the notes to The Financial Statement provided in this AnnualReport.

Fixed Deposit

We have not accepted any Fixed Deposit and as such no amount of principal and interestwas outstanding as on the Balance Sheet date.

Board Diversity

The company recognizes and embraces the importance of a diverse board in its success.We believe board will leverage differences in thought perspective knowledge skillregional and industry experience cultural and geographical background age ethnicityrace and gender which will help us retain our competitive advantage. The board has adoptedDiversity policy which set out approach to diversity of the board of director. The same isavailable on our website. http://ashapurafashion.com/investor/Board%20Diversity%20Policy.pdf

Familiarization programmes for Independent Director

The company’s policy on programme and measures to familiarize independentdirectors about the company its business updates and development includes variousmeasures viz. issue of appointment letters containing terms and conditions duties etcmanagement information reports presentation and other programmes as may be appropriatefrom time to time. The policy and programmes aims to provide insights into the company toenable independent directors to understand the business functionaries business model andother matters. The said policy is displayed on the company ’s website athttp://www.ashapurafashion.com/investor/Fa miliraisation%20Programme.pdf.

Management Discussion And Analysis Report

The Management Discussion and Analysis Report for the year under review of theoperation of your company is given in the separate section of this Annual Report.

Auditors

a. Statutory Auditor

At the Annual General Meeting held on 26 September 2014 M/s. JDNG & AssociatesChartered Accountants were appointed as Statutory Auditors of the company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017. Interms of the first proviso to section 139 of the Companies Act 2013the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting. Accordinglythe same has been ratified by the shareholders.

JDNG & Associates Chartered Accountants have confirmed their eligibility underSection 141 of the Companies Act 2013 and the related Rules to continue as the StatutoryAuditor of the company for the Financial year 2016-17 and directors of the companyproposes ratification of appointment of M/s. JDNG & Associates Chartered Accountantas the Statutory Auditor of the company for the Financial year ended 2016-17.

The Auditor’s Report does not contain any qualification reservation or adverseremark. The Auditor’s Report is enclosed with the Financial Statement in this AnnualReport.

b. Secretarial auditor

Pursuant to the provision of section 204 of the Companies Act 2013 M/s. JaiprakashSingh & Associates Practicing Company Secretary have been appointed to conduct thesecretarial audit of the company. The secretarial audit report forms part of the AnnualReport for the Financial year 2015-2016 as Annexure V to the board report. The said reportdoes not contain any qualification adverse remarks or disclaimer.

c. Secretarial Auditors Certificate on Corporate Governance

As required by Listing Regulations the auditors’ certificate on CorporateGovernance is enclosed as Annexure VI to the Board Report. The auditor’s report doesnot contain any qualification reservation or adverse remark.

Number of Meeting of Board Of Director

The Board met 7 times during the Financial Year the details of which are given in theCorporate Governance Report. And one Circular Resolution is passed by the Directorsregarding Allotment of Preferential Warrants on 13 October 2015.

Details of the meeting of the Board of directors and its committee with attendance ofthe director have been disclosed in the corporate governance report.

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

Internal Financial Control and Its Adequacy

The board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records the timely preparation of reliablefinancial disclosures.

Vigil Mechanism/ Whistle Blower Policy

The company has a Whistle Blower Policy for establishing vigil mechanism for directorsand employees to report genuine concerns regarding unethical behavior fraud ormismanagement. The said policy has been explained in the Corporate Governance Report andthe policy is also displayed on Company’s Website athttp://www.ashapurafashion.com/investor/VIG IL-MECHANISM-POLICY-AIFL.pdf.

Committees of Board

Currently the board has four committees: The Audit Committee Nomination andRemuneration Committee Stakeholder Relationship Committee and Corporate SocialResponsibility Committee.

 

Composition of the Committees of the Board of Directors

Audit Committee Mrs. Anupama Sharma
( Chair Person)
Mr. Ramakant Nayak
Mr. Harshad Thakkar
Nomination And Mrs. Anupama Sharma
Remuneration (Chair Person)
Committee Mr. Ramakant Nayak
Mr. Ratan Thakur
Stakeholder Mr. Ramakant Nayak
Relationship (Chair Person)
Committee Mrs. Anupama Sharma
Mr. Harshad Thakkar
Corporate Social Mr. Harshad Thakkar
Responsibility (Chair Person)
Committee Mr. Hitesh Punjani
Mr. Ratan Thakur

Other Information/ Disclosures’

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

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

Sexual Harassment of Women at Workplace

In terms of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act2013 and Rules it is mandatory to review status of sexual harassmentrelated complaints in the Annual Report. There were no incidents of Sexual Harassmentreported in the Company. For protection against sexual harassment Corporate Governancehas formed an internal complaints committee to which employees can write in theircomplaints. The Company has a Prevention of Sexual Harassment Policy which has formaliseda free and fair enquiry process for dealing with such issues with clear timelines.

Green Initiatives

We are publishing only statutory disclosures in the print version of the AnnualReport.Electronic copies of the Annual Report and Notice of the Tenth Annual GeneralMeeting are sent to all members whose email addresses are registered with the C o m p a ny / D e p o s i t o r y Pa r t i c i p a n t ( s ) f o r communication purposes. Formembers who have not registered their email addresses physical copies of the Notice andAnnual Report are sent in the permitted mode. Members requiring physical copies can send arequest to the Company. The physical copies of the aforesaid documents will also beavailable at the Company’s Registered Office for inspection during normal businesshours on all working days excluding Saturdays.

Scheme of Amalgamation

Pursuant to Sections 391 to 394 of the Companies Act 1956 (or re-enactment thereofupon effectiveness of the Companies Act 2013) the audit committee and the board of thecompany at a meeting held on March 31 2016 have approved the Scheme of the Amalgamationof the company with its subsidiary company Momai Apparels Limited as per the Draft SchemeOf Amalgamation placed before them.

The same scheme has been submitted to BSE Ltd and National Stock Exchange of IndiaLimited for their approval .The aforesaid scheme of amalgamation shall be subject torequisite approvals of the shareholders the Hon’ble High court of Bombay and otherstatutory/ regulatory authorities as may be applicable. The documents relating to theaforesaid is disclosed on the website. www.ashapurafashion.com

Code of conduct for the prevention of insider trading

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

The insider trading policy of the company covering code of practices and procedures forfair disclosures of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our websitehttp://www.ashapurafashion.com/investor/Co de%20of%20Conduct%20for%20Insider%20Trading.pdf

Conservation of Energy & Technology Absorption.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 is as follows: a. Conservation of Energy

1. All the Store Unit maintenance head and store managers were made aware about energyconsumption of their store as per the connected load. Based on the connected load andoperating hours budgeted energy consumption is given to each stores and practice oftaking daily logs and cross-checking the daily consumption with the budgeted units isadopted. This helps in curbing the unwanted consumption motivate users to take all thepossible measures to save the energy and helps in pointing out the Discrepancies in theenergy consumption pattern and corrective action to eliminate the discrepancies.

2. Controlled the energy consumption of HVAC

system by optimizing the temperature inside the stores (24C). This drive is the majorcontributor for the energy conservation for the stores.

3. Optimized lighting consumption by strictly controlling the operating hours as perthe usage pattern. Color coding is followed for distinguishing the different lighting andusing LED Lights in the all stores (emergency show window signages floor lightingindirect lighting) switches; so that energy usage can be optimized.

4. Eliminated the unwanted light consumption and restricted usage of the lightingduring night work. b. Technology absorption adaption and innovation

Considering the nature of activities being carried out by the Company provisionspertaining to technology absorption are not much relevant to the Company and hence notprovided.

The Company continues to use the latest technologies for improving the quality of itsservices and products. The Company’s operations do not require significant import oftechnology. c. Foreign Exchange Earnings and Outgo

Particulars 2015-16 2014-15
Foreign exchange earnings 719.16 1150.06
Outgo Nil Nil

Acknowledgement and Appreciation

The Director wish to convey their appreciation to all of the company’s employeesfor their enormous personal efforts as well as their collective contribution to thecompany’s performance. The Director would like to thank the shareholders customerdealers suppliers bankers Government and all other business associates for thecontinuous support given by them to the company and their confidence in its management.

On Behalf of the Board
sd/-
Harshad Thakkar
Date : 25 Aug 2016 Managing Director
Place: Mumbai DIN: 01869173

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