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Momai Apparels Ltd.

BSE: 532520 Sector: Industrials
NSE: MOMAI ISIN Code: INE133R01015
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Momai Apparels Ltd. (MOMAI) - Director Report

Company director report

Th e d ire ctor ple asu re in pre se ntin g the 7 th Annual Report of yourcompany together with the Annual Financial statement for the year ended 3 1stMarch 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/- Lakhsto Rs. 13850.99/-Lakhs. Further the company made a profit of Rs. 450.96/- Lakhs beforetaxation compared to Rs.556.68/- Lakhs in the previous year. Net profit after tax amountedto 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 isalso 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 andCompanies Articles of Association 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 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 theCompany. Further details on the directors including criteria for qualificationindependence etc. are given in the Corporate Governance Report which form part of thisAnnual Report.

Capacity expansion

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

Human Capital

Your company believes that human talent is its fundamental strength. The Companiesnurtures competencies and skills through learning and development programme and recognizetalent and reward it through performance management system. Your Company has generallyenjoyed cordial relations with its employees. Worker and staff employees are paid inaccordance with the wage agreement. The statement containing particulars of employees asrequired under section 197(12) of the Companies Act 2013 read along with rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed herewith as Annexure I form part of this Report.

stThe employee strength of the company as on 31 March 2016 was 39.

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 312016 the applicable accounting standards have been followed.

• They have selected such accounting policies ad 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.

Share Capital

The Paid up Equity share capital of the company as on 31st March 2016 is Rs. 14.42Crore. During the year company has neither issued shares with differential voting rightsnor granted stock options or sweat equity.

Declaration by independent directors

The board has received the declaration from all the Independent directors as per theSection 149(7) of the Companies Act 2013 and the board is satisfied that all theIndependent directors meet the criteria of independence as mentioned in section 149(6) ofthe 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 independentdirectors about the company its business updates and development includes variousmeasures viz. issue of appointment letters containing terms and conditions duties etc.management information reports presentation and other programme as may be appropriatefrom time to time. The policy and programme 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 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 variouscommittees 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 andSecurities 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) Regulations2015 during the year under review the Board has carried out an annual performanceevaluation 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 wereapproved by the Board at its meeting Based on the said criteria rating sheets were filledby each of the directors towards the end of the year with regard to evaluation ofperformance of the Board its Committees and Directors (except for the director beingevaluated) for the year under review. A consolidated summary of the ratings given by eachof the directors was then prepared based on which a report of performance evaluation wasprepared by the Chairman in respect of the performance of the Board its Committees andDirectors during the year under review. The report of performance evaluation so arrived atwas then noted and discussed by the Nomination and Remuneration Committee and Board attheir meetings held on 31st March 2016.

Corporate Governance

The company is committed to maintain highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Your Company continues tofollow the principles of good corporate governance and the board of directors lays strongemphasis on transparency accountability and integrity. Your company has complied withpartly mandatory requirements of SEBI(LODR) Regulation 2015 and has obtain the report onCorporate 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 asAnnexure III.

Auditors

Statutory Auditor

At the Annual General Meeting held on 10thSeptember 2014 M/s. Bagaria & Co. LLPChartered Accountants(Firm Registration No.: 113447W/W-10001) were appointed asStatutory Auditors of the company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2017. In terms of the first proviso to section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the same has been ratified bythe 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 theirremuneration for the year 2016-17.

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

Secretarial Auditor

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

The said Secretarial Audit Report does not contain any qualification reservation oradverse 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 CompaniesAct 2013 form part of the notes to the Financial Statement provided in this AnnualReport.

Related party transactions

All related party transactions (RPTs) which were entered into during the financialyear were on an arm’s length basis and were in the ordinary course of business andwere 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 andregulation 23 of the SEBI Listing Regulations 2015 all RPTs were placed before AuditCommittee for approval. A statement showing the disclosure of transactions with relatedparties as required under is set out separately in this Annual Report.

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 Annexure Vto the Board Report.

There were no material transactions entered into with related parties during the yearunder 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 theBoard 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 thepublic falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Thus as on March 31 2016 there were no deposits which wereunpaid or unclaimed and due for repayment.

Corporate Social Responsibility

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

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

For the year ended 31st March 2016 the company has made provision of Rs.8 97817/-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 mechanismunder which an employee/ director of the company may report violation of personnelpolicies of the company unethical behaviour suspected or actual fraud violation of codeof conduct. The vigil Mechanism ensures standard of professionalism honesty integrityand ethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on theCompany’s website: www.momaiapparels.com

Subsidiary Associates or Joint Venture

The company does not have any Subsidiary Associate Company or Joint Ventures at theend 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 boarddiversity for appointment of directors taking into consideration qualification and wideexperience of the directors in the field of banking finance regulatory administrationlegal commercial vehicle segment apart from compliance of legal requirements of thecompany. The company has laid down remuneration criteria for directors key managerialpersonnel and other employees in the Nomination and Remuneration Committee.

The policy inter-alia includes criteria for determining qualifications positiveattributes independence of a director and expertise and experience required forappointment 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 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.

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 31st 2016.

In terms of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 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.

Committees of Board

Currently the board has four committees: The Audit Committee Nomination andRemuneration Committee Stakeholder Relationship Committee and Corporate SocialResponsibility Committee. A detailed note on board composition and its committees isprovided in the Corporate Governance report.

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 holding company Ashapura Intimates Fashion Limited as per theDraft Scheme of Amalgamation placed before them.

The same scheme has been submitted to National Stock Exchange of India Limited fortheir approval. The aforesaid scheme of amalgamation shall be subject to requisiteapprovals 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 isdisclosed on the website: www.momaiapparels.com

Code of Conduct

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 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 withCompanies (Accounts) Rules 2014 is as follows:

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

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 fortheir enormous personal efforts as well as their collective contribution to the company'sperformance. The Director would like to thank the shareholders customer dealerssuppliers bankers Government and all other business associates for the continuoussupport 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: 25 August 2016