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Ashapura Intimates Fashion Ltd.

BSE: 535467 Sector: Industrials
NSE: AIFL ISIN Code: INE428O01016
BSE 09:51 | 27 May 7.23 -0.37
(-4.87%)
OPEN

7.97

HIGH

7.98

LOW

7.23

NSE 09:48 | 27 May 7.20 -0.35
(-4.64%)
OPEN

7.20

HIGH

7.25

LOW

7.20

OPEN 7.97
PREVIOUS CLOSE 7.60
VOLUME 2720
52-Week high 501.00
52-Week low 6.65
P/E 0.84
Mkt Cap.(Rs cr) 18
Buy Price 7.23
Buy Qty 500.00
Sell Price 7.23
Sell Qty 4500.00
OPEN 7.97
CLOSE 7.60
VOLUME 2720
52-Week high 501.00
52-Week low 6.65
P/E 0.84
Mkt Cap.(Rs cr) 18
Buy Price 7.23
Buy Qty 500.00
Sell Price 7.23
Sell Qty 4500.00

Ashapura Intimates Fashion Ltd. (AIFL) - Director Report

Company director report

Dear Members

Your Company's Directors are pleased to present the Twelfth Annual Report of theCompany together with the audited financial statements for the financial year ended March31 2018.

1. FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

('in Lakhs)

particulars FY 2017-18 FY 2016-17
Revenue 38427.20 30951.85
Depreciation and Amortization Expenses 306.81 350.10
Profit Before Tax 7770.40 3119.61
Tax Expenses 1550.95 1005.67
Profit For the year 6219.46 2113.95

2. TRANSFER TO RESERVES

The Company has not transferred any amount to Reserve Account during the year underreview.

3. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31 2018 was '252114060 comprising of 25211406 equity shares of ' 10/- each. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted any stock option or sweat equity shares.

During the year under review the Company has allotted 400226 Equity shares of ' 10each to Bennett Coleman and Company Limited pursuant to conversion of warrants. Alsopursuant to the scheme of amalgamation of Momai Apparels Limited ("TransferorCompany") with the Company 5343940 equity shares of face value ' 10/- wereallotted to the shareholders of the Transferor Company.

4. DIVIDEND

During the year under review your Directors declared and paid an interim dividend of '0.50/- per equity share (on the face value of ' 10 each).

The Board has recommended a final dividend of ' 0.75/- per equity share (on the facevalue of ' 10 each) for the financial year ended March 31 2018.

The payment of the final divided is subject to declaration by the members at theensuing Annual General Meeting (AGM) and shall be paid to those members whose names appearin the Register of Members of the Company as on September 21 2018. The Register ofMembers and the Share Transfer Books will remain closed from September 22 2018 toSeptember 28 2018 (both days inclusive). The AGM of the Company is scheduled to be heldon September 28 2018.

5. I NFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance among others is given in theManagement Discussion and Analysis Report annexed to this Report and is in accordance withthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

6. CREDIT RATING

Reflecting the improved financial strength during the year under review the CreditAnalysis and Research Limited "CARE" has upgraded the credit rating assigned tothe Company from CARE BBB+ (Triple B plus) to CARE A (Single A); Stable with effect fromNovember 10 2017 for its cash credit bank facilities.

7. HUMAN RESOURCE

The Company recognizes people as its most precious asset and it has built an opentransparent and meritocratic culture to nurture this asset.

Human Resources ("HR") Policies of the Company are focused on developing thepotential of each employee. With this premise a comprehensive set of HR Policy is inplace aimed at attracting retaining and motivating employees at all levels.

The Company's Learning & Development ("L&D") initiatives are focusedon enhancing the functional and behavioral competencies of its employees through L&Dinterventions such as Executive Development Programs e-learning and variousclassroom-based training programs.

The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of Section 197 of Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure A"to this report.

The information in respect of employees of the Company required pursuant to Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 willbe provided upon request.

8. SUBSIDIARIES & ASSOCIATES

During the financial year ended March 31 2018 AIFL Singapore PTE Limited became asubsidiary.

The Company's Policy for determining material subsidiaries may be accessed on theCompany's website at the link: https://www.ashapurafashion.com/investor/Policy%20for%20%20Determining%20 Material%20Subsidiary.pdf

9. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014.

10. LOANS INVESTMENT AND GUARANTEES

Particulars of loans given investment made guarantees given and securities providedare provided in the financial statements.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts / Arrangements / Transactions entered into / by the Company during thefinancial year under review with related parties were on an arm's length basis and in theordinary course of business. There were no materiality significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a conflict with the interest of the Company atlarge.

All Related Party Transactions were placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which were of a repetitive nature. The Transactions entered into pursuant tothe omnibus approval so granted were reviewed and statements giving details of all relatedparty transactions were placed before the Audit Committee and the Board of Directors fortheir approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at the link : https://www.ashapurafashion.com/investor/Policy%20on%20Related%20Party%20Transaction. pdf

Form AOC-2 is annexed as "Annexure-B" to this Report. The details of thetransactions with Related parties are provided in the notes to the financial statements.

12. INTERNAL CONTROL SYSTEMS

The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the design adequacy and efficacy of the Company'sinternal controls including its systems and processes and compliance with regulations andprocedures. Internal Audit Reports are discussed with the Management and are reviewed bythe Audit Committee of the Board which also reviews the adequacy and effectiveness of theinternal controls in the Company.

The Company's internal control system is commensurate with the size nature andoperations of the Company.

13. INTERNAL FINANCIAL CONTROLS

Internal Financial Control systems have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable Accounting Standards.

The Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India. Changes in Policy if any are approvedby the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/validate them as and whenappropriate. The basis of such judgments and estimates are also audited by the StatutoryAuditors and reviewed by the Audit Committee.

14. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under Regulation 34 (3) read with ParaC of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 inter alia containing the composition of the Audit Committee details ofestablishment of vigil mechanism forms part of this report. The requisite Certificatefrom the Practicing Company Secretary confirming compliance with the conditions ofCorporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this annual report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Dinesh Chanubha Sodha (DIN: 02836240) and Mr.Hitesh Subhash Punjani (DIN: 03268480) Directors of the Company will retire by rotationat the ensuing Annual General Meeting of the Company and being eligible offer themselvesfor reappointments.

The Board recommends for the above reappointments. Items seeking your approval on theabove are included in the notice convening the Annual General Meeting. Brief resume of theDirectors being re-appointed forms part of the Notice of the ensuing Annual GeneralMeeting.

Key Managerial Personnel

During the year under review there were no change in the Key Managerial Personnels ofthe Company.

The following Directors/Executives continued as KMP's during Financial Year 2017-18:

• Mr. Harshad Thakkar Managing Director

• Mr. Mohit Shah Chief Executive Officer

• Mr. Anurag Gangwal Chief Financial Officer

• Ms. Bhoomi Mewada Company Secretary

16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board held during the financial year2017-18 forms part of the Corporate Governance Report.

17. EVALUATION OF THE PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and the Corporate GovernanceRequirements as prescribe by SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors has carried out an annual evaluation of its ownperformance and that of its Committees and Individual Directors.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated.

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole.

The process for evaluation of the performance of Directors/Board/Committees of theBoard for the financial year 2017-18 was initiated by the Nomination and RemunerationCommittee by triggering surveys to all Directors.

The Directors carried out the annual performance evaluation of the Board Committees ofBoard and individual Directors along with assessing the quality quantity and timelines offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

The feedback of the Independent Directors on their review of the performance ofNon-Independent Directors and the Board as a whole the performance of the Chairman of theCompany and the assessment of the quality quantity and timeliness of flow of informationbetween the Company Management and the Board was taken into consideration by the Board incarrying out the performance evaluation.

18. INDEPENDENT DIRECTORS

Declaration of Independence given by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Familiarisation Programme For Independent Directors

Pursuant to requirement of Securities and Exchange Board of India vide Circular no.CIR/CFD/POLICY CELL/7/2014 dated September 15 2014 the Company has in place a programmefor familiarization of the Independent Directors with the Company. The details of the sameis uploaded on the Company's website at the link :https://www.ashapurafashion.com/investor/ Familiraisation%20Programme.pdf

19. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy inpursuant to Section 178 of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The said policy is provided as "AnnexureC" to this Report.

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andSenior Management Personnels of the Company their remuneration including determination ofqualifications positive attributes independence of Directors and other matters asprovided under sub-section (3) of Section 178 of the Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) thereof for the time being in force).

20. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliancewith the provision of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014. The Corporate Social ResponsibilityCommittee has formulated a Corporate Social Responsibility Policy ('CSR Policy')indicating the activities to be undertaken by the Company. The CSR policy may be accessedon the Company's website at the link : http://www.ashapurafashion.com/investor/CSR%20Policy.pdf

The Company's CSR Policy statement and annual report on the CSR activities undertakenduring the Financial Year ended March 31 2018 in accordance with Section 135 of theCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014including statutory modification(s) or re- enactment(s) thereof for the time being inforce is set out in "Annexure D" to this Report.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.

22. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as prescribed under Section 92(3) of the Companies Act2013 and the Companies (Management and Administration) Rules 2014 in the prescribed FormNo. MGT- 9 is attached as "Annexure E"to this Report.

23. AUDITORS Statutory Auditors

At the 11th Annual General Meeting of the Company held on December 29 2017 M/s.Bagaria & Co. LLP Chartered Accountants (Firm Registration No. 113447W/W-100019)were appointed as the Statutory Auditors of the Company for a term of five years to holdoffice from the conclusion of the Eleventh AGM till the conclusion of the Sixteenth AnnualGeneral Meeting of the Company to be held in 2022 subject to the ratification of theirappointment by the Members at every Annual General Meeting if required under theCompanies Act 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s.Jaiprakash Singh & Associates Practicing Company Secretaries has been appointed asSecretarial Auditor to undertake Secretarial Audit of the Company for the Financial Year2017-18. The report of the Secretarial Auditor is annexed to this report as "AnnexureF".

Auditor's Observations:

There were no audit qualifications in the Statutory Auditors Report as well as in theSecretarial Audit Report for the financial year 2017-18 as annexed to this Annual Report.

Cost Auditors:

Pursuant to the provisions of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 and considering factors for the applicability for the Cost Auditfor the financial year 2017-18 the Cost Audit for the financial year 2017-18 was notapplicable to the Company.

24. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliances with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 31 2018 and to the best oftheir knowledge and ability confirms that:

• in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

• the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the profit of the Company for the year ended on that date;

• the Directors had taken proper and sufficient care towards maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting the fraud andother irregularities;

• the Directors had prepared the annual accounts ongoing concern basis;

• the Directors had laid down proper Internal Financial Controls to be laid downby Company and such financial control are adequate and are operating effectively;

• the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women and at Workplace (Prevention Prohibition and Redressal)Act 2013 and the rules made thereunder.

During the year no complaints were reported.

26. SAFETY ENVIRONMENT CONTROL AND PROTECTION

The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.

27. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 and the Rules framed thereunder either to the Companyor to the Central Government.

28. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of theCompany which have occurred at the end of financial year of the Company to which theFinancial Statement relate and on the date of this Report.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy for the Directors and employees to reportgenuine concerns or grievances. The Policy is available on the website of the Company atthe link: httpsy/www.ashapurafashion. com/investor/VIGIL-MECHANISM-POLICY-AIFL.pdf

The Policy provides for adequate safeguards against the victimization of the employeeswho use vigil mechanism. The Vigil Mechanism is overseen by the Audit Committee.

30. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134(3)(m) of the Companies Act 2013 readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 is as follows:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy:

The Company has made concrete efforts for enhancement in the capacity utilization costcompetitiveness and quality through systematic process monitoring and adherence totechnological norms by:

• Installation of energy efficient LED Lights in all stores

• Installation of Energy Management System in all stores

• Reducing power consumption in cooling towers

• Replacement of inefficient motor

• Technical up-gradation and modernization of various machines

• Replacement of old plant and machinery with modernization of existing machinery

ii. The Steps taken by the Company for utilising alternate sources 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 crosschecking 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 temperatureinside the stores (24C). This drive is the major contributor for the energy conservationfor 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 all the 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 day work.

iii. The capital investment on energy conservation equipment:

No additional investment was made for the above purpose.

B. TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION

i. The efforts made towards technology absorption during the year under review are: -The Company continues to use the latest technologies for improving the quality of itsservices and products.

ii. In case of imported technology - The Company's operations do not requiresignificant import of technology.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and Outgo

(' in Lakhs)

Particulars 2017-18 2016-17
Foreign Exchange Earned 586.62 526.19
Foreign Exchange Expenses NIL NIL

31. CAUTIONARY STATEMENT

Statement in the Annual Report particularly those relating to Management Discussionand Analysis describing the Company's objectives projections estimates and expectationmay constitute 'forward looking statement' within the meaning of applicable laws andregulations.

Although the expectations are based on reasonable assumptions the actual results maydiffer.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR TRIBUNALS

During the financial year under review there were no significant or material orderspassed by the Regulators or Courts or Tribunal which would impact the going concern statusof the Company and its future operation.

33. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

In terms of Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has obtained Compliance Certificate from Managing Directorand Chief Financial Officer.

34. OTHER DISCLOSURES

i. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

ii. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

35. ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for the valuable guidanceand support received from SEBI Registrar of Companies and other government and regulatoryagencies and to convey their appreciation to shareholders customers bankers lendersvendors and all other business associates for the continuous support given by them to theCompany.

The Directors also wish to place on record their appreciation for impressive growthachieved through the competence hard work solidarity co-operation and support ofemployees at all levels.

For and on Behalf of the Board
Harshad Thakkar
Chairman and Managing Director
DIN: 01869173
Place: Mumbai
Date: August 13 2018