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Date: October 03, 2018

The Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai 400 001

BSE Scrip Code: 535467

�VALENTINE The Assistant Vice President Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block Bandra Kurla Complex, Bandra (East) Mumbai 400 051 NSE Scrip Symbol: AIFL

Sub: Annual Report for financial year ended 31st March 2018

Dear Sir/ Madam,

Pursuant to Regulation 34 (1) of SEBI (Listing Obligations and Disclosure,. Requirements) Regulations, 2015, we enclose herewith the 12th Annual Report of the Company for financial year ended 31st March 2018 for the 12'h Annual General Meeting of the Company held on Vows Banquets, Formerly known as Kohinoor Banquet Hall at Kohinoor Centre, Veer Savarkar Marg, Prabhadevi, Opp Siddhivinayak Temple, Dadar (West), Mumbai 400 025.

The said Annual Report has been approved and adopted by the shareholders at the 12'h Annual General Meeting of the Company held on Friday, September 28, 2018.

You are requested to take the above information in your records.

Thanking You.

Encl. as above

Ashapura Intimates Fashion Ltd.

Reg Off: Unit No. 2/3/4, Pacific Plaza, Masjid Gali, NearTilak Bhavan, Dadar (West), Mumbai: 28. Cl) 022 32931473 � 24331552/53 [email protected] I www.ashapurafashion.com I www.valentineclothes.com CIN-L 17299MH2006PLC 163133

The art of...knowing the customers better than themselves

Annual Report 2017-18

Ashapura Intimates Fashion Limited

CIN: L17299MH2006PLC163133Shop No. 3-4, Ground Floor, Pacific Plaza, Plot No. 507,TPS IV, B.S. Road, Mahim Division,Dadar (West). Mumbai - 400 028.Website: www.ashapurafashion.com




CIN: L17299MH2006PLC163133Shop No. 3-4, Ground Floor, Pacific Plaza, Plot No. 507,TPS IV, B.S. Road, Mahim Division,Dadar (West). Mumbai - 400 028.Website: www.ashapurafashion.com

C O N T E N T S

14BOARD OF DIRECTORS 16

STATUTORY REPORTS

63FINANCIAL STATEMENTS

08CHAIRMAN AND MANAGING DIRECTOR’S COMMUNIQUE 10

THE ART OF PERFORMING SUSTAINABLY

12THE ART OF BUILDING A

SUSTAINABLE BUSINESS MODEL

A COMPANY INSPIREDTO MAKE FASHION

COMFORTABLE

02THE ART OF KNOWING

THE CUSTOMERS BETTER THAN THEMSELVES

06BRINGING AN EVER-TRENDING COLLECTION THAT MATCHES

CUSTOMER DESIRES 04CHAIRMAN EMERITUS

Mr. Harshad Thakkar

BOARD OF DIRECTORS

Mr. Harshad Thakkar

Chairman and Managing Director

Mr. Dinesh Sodha

Executive Director

Mr. Hitesh Punjani

Executive Director

Mr. Ramakant Nayak

Independent Director

Mrs. Anupama Sharma


Mr. Ratan Thakur


CHIEF EXECUTIVE OFFICER

Mr. Mohit Shah

CHIEF FINANCIAL OFFICER

Mr. Anurag Gangwal

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Bhoomi Mewada

BANKER

State Bank of India

STATUTORY AUDITORS

M/s Bagaria & Co. LLP

Chartered Accountants

701, Stanford, Burfiwala Lane,

Above Mahindra Showroom,

Andheri (W), Mumbai - 400 058.

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd.

C 101, 247 Park, LBS Marg, Surya Nagar,

Gandhi Nagar, Vikhroli (West),

Mumbai - 400 083, Maharashtra

REGISTERED OFFICE

Shop No. 3-4, Ground Floor,

Pacific Plaza, Plot No. 507,

TPS IV, B.S. Road,

Mahim Division, Dadar (West).

Mumbai - 400 028.

SECRETARIAL AUDITOR

Jaiprakash R Singh & Associates

Office Add: 314, 3rd Floor, Birya House,

Perin Nariman Street, Bazaar Gate, Fort,

Mumbai - 400 001.

WEBSITE

www.ashapurafashion.com

CORPORATE IDENTIFICATION NUMBER (CIN)

L17299MH2006PLC163133

CorporateInformation

C O N T E N T S


STATUTORY REPORTS







COMFORTABLE





Mr. Harshad Thakkar

BOARD OF DIRECTORS

Mr. Harshad Thakkar


Mr. Dinesh Sodha

Executive Director

Mr. Hitesh Punjani

Executive Director

Mr. Ramakant Nayak


Mrs. Anupama Sharma


Mr. Ratan Thakur



Mr. Mohit Shah


Mr. Anurag Gangwal


Ms. Bhoomi Mewada

BANKER

State Bank of India

STATUTORY AUDITORS











REGISTERED OFFICE



TPS IV, B.S. Road,


Mumbai - 400 028.

SECRETARIAL AUDITOR




Mumbai - 400 001.

WEBSITE



L17299MH2006PLC163133

CorporateInformation

All this towards one goalKnowing the customers better, understanding their behaviour and

working towards fulfilling their latent needs.

Business at AIFL is all about…

The two most important elements in

the world of fashion. Yet the challenge

remains that brand connect does not

happen until customers are delighted,

and delighting the customers is

challenging as they need to be guided.

Rightly so because it is not the

customer’s job to ideate.

At Ashapura Intimates Fashion Limited

(AIFL), we understand the criticality

of this and have initiated our journey

to become an aspirational, customer-

centric brand that understands

customers better than themselves.

That can bridge the gap between

understanding customers’ pain areas

and delivering products to resolve them.

And for this, we have revamped our

business model.

We have moved from B2B to B2C model

to maintain a direct touch with customers.

We are leveraging the power of digital

technologies and data analytics to gain

customer insights.

Brand connect and customer delight.


Corporate Overview

01Annual Report 2017-18

The art of knowing the customers better than themselves

Ashapura Intimates Fashion Limited02

1 2 3

We are launching more EBOs to

allow our customers to experience

and explore our full range and

collection.

Advantage• Direct contact with customers

and better insights into

buyer behaviour

We are capitalising the footfall in

MBOs by launching SIS within it.

We ensure these SISs have our

brand appeal, adequate self-space,

better product stocking and own

sales staff.

Advantage• Brand visibility and promotion

• Direct contact with customers

through dedicated sales

personnel to ensure brand

promotion and insights into what

customers want

We are leveraging trends across

online market places and

social media to understand the

customers better.

Advantage• Online traffic and other data can

be analysed to gain insights and

undertake targeted marketing

Launching Exclusive Brand Outlets (EBOs)

Launching Store-in-Store (SIS) in Multi-Brand Outlets (MBOs)

Leveraging Data Analytics

Corporate Overview


A Company inspiredto make fashion comfortable

Focussed on catering to the emerging needs of customers.

Redefining fashion in the niche categories of loungewear, intimate wear and airport wear.

Bridging the gap between outdoor fashion and indoor relax wear.

Providing universal wear for the entire family.

This is Ashapura Intimates. We are an end-to-end integrated fashion Company with strong designing capabilities.


1 2 3

What makes us unique

Partners

Pioneer

We are pioneers of niche categories

in India with one of the largest

product baskets targeting mid-level

aspirational customers

LFS

Central

Design competence With our team of 30 designers and

an in-house design and R&D studio,

we roll-out 3,500 new designs

every year, one of the highest in the

industry

SIS The Chennai Silks, CnM, Kapsons,

Bindals, Dress Land, Shree Shivam,

Body Basics, Bachomal Sons,

Sohums, Vijay Stores, Pothis, Lal

& Sons, Suvidha, Kohli, Jack n’

Jill, Today’s Selection, Big Shop,

Chunmun, Big Life, La Lingerie

Ring-fenced With our end-to-end integration

advantage, we provide super

premium products at affordable and

reasonable premium prices, thereby

creating an entry barrier

E-commerce Myntra, Jabong, Amazon, Paytm,

Flipkart, Firstcry, Limeroad

Omni-channel presence Our products are sold both offline

(EBOs, SISs, MBOs) and online

(own portal, mobile application

and various market places)

Diversified We offer products across lounge,

night, inner, sports, maternity and

airport wear for men, women and

kids across multiple price points

Corporate Overview


Bringing an ever-trending collection that matches customer desires

Men, women and kids - we have something that suits everyone’s style quotient. From comfortable nightwear to relaxing loungewear, tantalising innerwear to smart sportswear, maternity wear to airport wear, we provide fashionable products that create a statement for all indoor and outdoor requirements.

Sportswear collectionFor Men and Women.

Product range: Gym wear, Yoga

wear, Sports bra, Track pants,

T-shirts

Airportwear collectionFor Men, Women and Kids.

Product range: Track suits,

T-shirts, Jackets, Shrugs

Nightwear collectionFor Women.

Product range: Nighties, Night

pyjama

Loungewear collectionFor Men, Women and Kids.

Product range: Leisure wear,

T-shirts, Shorts, Hoodies,

Bermudas, Capris, Yoga pants,

Track suits


1 2 3

Bridal wear CollectionFor Women.

Product range: Bridal leisure

wear and Bridal Night wear

The symbol of luxurious comfort in fashionable

intimate wear industry, it is our flagship women-

oriented brand resonating with the strongest

human emotion – Love

A male-oriented brand reflecting the style

statement, lifestyle and attitude of a modern man

A brand for the modern woman with a modern

twist to traditional nightwear

Maternity nightwear collectionFor Women.

Product range: Pyjamas, Panties,

Lingerie

Brands evoking boldness

Corporate Overview


Chairman and Managing Director’s communique

Dear Shareholders,It is a pleasure to connect with you as we close another successful year. While your Company continues to grow its topline and bottomline, what makes this year important is the fundamental change in approach that we are taking for a better tomorrow.

For years, your Company has been engaged in

creating and building several unique niche segments

like loungewear, intimate wear and more recently

the airport wear. We did this through our extensive

distribution network following the concept of supplying

products to multiple retailers, who in turn sell them

to end consumers. This strategy has been immensely

successful and has driven our growth for many years.

But the challenge going forward is that we know

little about the end customers. This is a critical gap,

especially in the Indian context, which is a huge and

heterogenous market with trends and requirements

greatly varying from place to place.

It is therefore, extremely important to understand what

your customers want in each market and predict what

they may want two-three years down the line. Even more

preferably, create a necessity and induce them to desire

and yearn for your products. I believe this is where your

Company is building competencies – the art of knowing

the customer inside out and delivering new products that

will solve their purpose.

In pursuit of this, we are moving up the value chain to

retail directly to customers and interact with them, build

relations and understand them better.

We have shifted our focus from merely selling through

Multi-Brand Outlets (MBOs) to adding Exclusive Brand

Outlets (EBOs) and Store-in-Stores (SISs). The difference

is that in MBOs customers come looking for a product

and invariably buys any brand, but in EBOs and SISs

the customers will come specifically looking for your

Company’s products and get serviced by own sales

representative. This will help in understanding them better.

We have even created a robust online presence through

own and partner web portals.


1 2 3

We are upbeat on this shift of approach and believe it will

propel our growth in the years to come.

Performance review FY 2017-18Coming to the performance in this year, our revenues grew 24.15% to ` 38,427.20 Lakhs. EBITDA grew by 26% to ` 9,914.89 Lakhs. However, this was exceptional as we benefited from sale of treasury stock available from merger of Momai Apparels Limited and Ashapura Intimates Fashion Limited amounting to ` 4,068.49 Lakhs. Profit After Tax stood at ` 6,219.46 Lakhs, growing 194.21% over the previous year. We continue to maintain a healthy return on equity at 27.94%.

In terms of operations, we have seen strong traction in our brands. Valentine, our flagship brand, continues to see strong performance. Our strategic decision of migrating all men-oriented products from the umbrella of Valentine brand to a new brand, Tricci formed in the last year was received well by customers. This was necessary to give men products a more masculine identity. We are seeing steady movement in the newly launched airport category products as well. This is an entirely new segment in India and more efforts are required to create awareness.

We launched a new brand category in FY 2018-19, under the brand Night & Day for women nighties. Though the segment existed earlier, under the Valentine brand, this segregation will facilitate in having focussed strategies. We have involved celebrities for its promotion.

Our focussed strategy of converging the offline retail (EBOs and SISs) and online retail is enabling us to have better control over inventory management and production planning. With this, we have seen further improvement in our working capital cycle compared to the previous year.

Building brand connect While we make great products, it will be important to

undertake aggressive promotional initiatives across

various offline and online mediums over the next few

years to build an emotional connect. We have formed a

comprehensive branding strategy and intend to associate

with more celebrities.

Outlook With rising affluence, growing per capita income

and increasing urbanisation along with a favourable

demographics, the apparel market in India is all set to

grow. It is expected to reach ` 7,500 Billion by 2022

growing 13% annually. Whereas, the inner/intimate wear

market is expected to nearly double to ` 470 Billion by

2020 from its level of ` 240 Billion in 2015.

This is a huge opportunity. I believe the organised players

will see stronger growth henceforth as customers become

more brand conscious.

At Ashapura Intimates, we consider this to be the most

opportune time to be in business. Our massive range of

products, strong designing capabilities, and the advantage

of striking the right price point due to integrated

operations provide us a competitive edge. During the year,

we undertook further measures to strengthen business.

We have formed a subsidiary in Singapore to build our

export business globally and another subsidiary to have a

sharper focus on the retail business.

We intend to aggressively expand further in the coming

years, both organically and inorganically to increase brand

visibility and reach out to more places. We already have

good presence in the tier I cities and our focus now will be

the tier II and III cities.

I thank each of our stakeholders for their continued

support and trust in us. We are moving in the right

direction and I am confident the culmination of all these

initiatives will see your Company becoming much stronger

and larger in the years to come. Join us as we embark on

an exciting journey.

Warm regards,

Harshad Thakkar

Corporate Overview


The art of performing sustainably

38,427.20 Lakhs

` 1,13,551 Lakhs

` 9,914.89 Lakhs

0.42

26%

` 6,219.46 Lakhs

27.37% 27.94%

` 29.31

Total Income

24.15% over FY 2016-17

EBITDA

100.58 %% over FY 2016-17

Profit After Tax

194.21% over FY 2016-17

Market Capitalisation

47.80% over FY 2016-17

EBITDA Margin

6,250 basis points over FY 2016-17

Earnings Per Share

169.89% over FY 2016-17

Return on Equity Debt:Equity Ratio Return on Capital Employed

14.41% in FY 2016-170.76 in FY 2016-17 10.91% in FY 2016-17

Highlights, FY 2017-18

Key Performance Indicators, FY 2017-18

Disclaimer: All the above figures/calculations includes other income.


1 2 3

Earnings Per Share (diluted) (`)

2017-18

2016-17

2015-16

24.56

8.38

6.69

Total Income (` in Lakhs) EBITDA (` in Lakhs) and EBITDA Margin (%)

PAT (` in Lakhs) and PAT Margin (%)

2017-18 2017-18

2017-18

2016-17 2016-17

2016-17

2015-16 2015-16

2015-16

15.37%

6.83%

26%

16.19%

15.10%

6.17%

38,427.20 9,914.89

6,219.46

30,951.85 4,805.78

2,113.95

25,279.91 3,816.06

1,550.41

Corporate Overview


The art of building a sustainable business model

While we are a fast-growing Company, we are focussed on strengthening the various brands and widening our product appeal to ensure long-term sustainability. For this, we have undertaken a major overhaul in business strategy by adopting the B2C route and charting a comprehensive growth strategy.

B2CDriving the next phase of growth in our business.

What is the B2C model?Maintaining direct contact with end customers by directly

dealing with them through our EBOs, SISs and online

platforms.

Why the B2C model?The B2C model enables us to understand the customers,

their buying behaviour and patterns, satisfaction levels

and various such information. This will be critical in

building regional market strategies to enhance sales and

strengthen market share.

Created by Ma Qingfrom the Noun Project


1 2 3

Advantage B2C model

Building a comprehensive future growth strategy

Understanding

the customer

Better inventory

planning and

management

Brand-building Dedicated staff to

drive sales

Better margins

Expanding the asset-light model and become debt-free

• Focussing on reducing working capital requirements by:o Concentrating on branding and marketing activities

while outsourcing manufacturing

o Leveraging backward integration to enhance operational efficiency

o Using digital tools to optimise inventory planning and stocking

o Direct selling to customers through EBOs and SISs following cash and carry concept, thus minimising instances of outstanding collections prevalent in B2B model

• Balance CAPEX spending by launching EBOs under dealer/franchisee owned and operated models as well

Undertaking organic and inorganic expansion

• Expanding retail presence by opening additional Company-based EBOs and SISs across tier II and III cities

• Strengthening online presence

• Strategic acquisition of e-commerce and non-e-commerce innerwear and nightwear companies to strengthen reach and product range

Growing overseas business

• Leveraging the newly-formed subsidiary AIFL Singapore Pte Ltd. in Singapore to export products globally

• Establishing retail presence for Ashapura brands in Singapore

Branding and marketing

• Leveraging digital and non-digital platforms to undertake targeted promotional activities specifically for the middle, higher middle and upper-class segments

• Building brand emotional connect:o Associating with celebrities and fashion

bloggers to spread awareness over social media

o Appointing celebrity brand ambassadors

Corporate Overview


Board of Directors

Mr. Harshad Thakkar

Promoter, Chairman and Managing Director

He is a visionary having over two decades of hands-on experience in conceptualising, executing, developing and expanding comfortwear and loungewear market in India and abroad. Bringing into play the nuances of the trade that he learned as a young salesman in the intimate wear industry, he spearheaded his entrepreneurial venture to greater heights. Having a keen eye for design and an expertise in understanding apparel consumer buying trends, he oversees the working and affairs of the Company’s management. He has advised the Government on its textile policy in the past and is currently the Chairman of the Lingerie Committee, Clothing Manufacturing Association of India

(CMAI).

Mr. Dinesh Sodha

Executive Director-Marketing Head

He has over 19 years of experience in the intimate garments industry and is responsible for daily management of the centralised warehousing facility and marketing operations at Bhiwandi. He has been on the Board since 2012.

Mr. Hitesh Punjani Executive Director-Production Head

He has over 16 years of experience in the intimate garments industry and is in-charge of ensuring uninterrupted production process, timely delivery of goods, and quality output. He has been on Board since 2013.

Mr. Ramakant Nayak Non-Executive-Independent Director

He is a Law and Science graduate and a Certified Associate of the Indian Institute of Bankers (CAIIB). Over his 40 years of experience in commercial banking, he has served as the Chairman and Managing Director (MD) of Laxmi Vilas Bank, the MD and CEO of Lord Krishna Bank (now known as HDFC Bank) and the General Manager of Bank of Maharashtra in his past stints. He has

been on Board since 2012.

Mr. Ratan Thakur Non-Executive-Independent Director

He is a Commerce graduate and a CAIIB. Over three decades of experience in commercial banking, he has held leadership positions at Punjab National Bank and retired as its Chief Manager. He has been on

Board since 2015.

Mrs. Anupama Sharma

Non-Executive-Independent Director

She is a Commerce graduate, a Master of Business Administration in Human Resources and a Diploma holder in Operations from the Institute of Business Management. She has over six years of corporate experience. She has been on Board since 2015.


1 2 3

16-62STATUTORY REPORTS FINANCIAL STATEMENTS

63-102

Dear Members,

Your Company’s Directors are pleased to present the

Twelfth Annual Report of the Company together with the

audited financial statements for the financial year ended

March 31, 2018.

1. FINANCIAL PERFORMANCE The Company’s financial performance for the year

ended March 31, 2018 is summarized below:

(`in Lakhs)

Particulars FY 2017-18 FY 2016-17

Revenue 38427.20 30951.85

Depreciation and

Amortization Expenses306.81 350.10

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 under review.

3. SHARE CAPITAL The paid-up equity share capital of the Company as

on March 31, 2018 was ` 2,52,11,4,060 comprising of

2,52,11,406 equity shares of ` 10/- each. During the

year under review, the Company has not issued shares

with differential voting rights nor has granted any

stock option or sweat equity shares.

During the year under review, the Company has

allotted 4,00,226 Equity shares of ` 10 each to

Bennett Coleman and Company Limited pursuant

to conversion of warrants. Also, pursuant to the

scheme of amalgamation of Momai Apparels Limited

(“Transferor Company”) with the Company, 53,43,940

equity shares of face value ` 10/- were allotted 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).

Directors’ Report


1 2 3

The Board has recommended a final dividend of

` 0.75/- per equity share (on the face value 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 the ensuing Annual General

Meeting (AGM) and shall be paid to those members

whose names appear in the Register of Members of

the Company as on September 21, 2018. The Register

of Members and the Share Transfer Books will remain

closed from September 22, 2018 to September 28,

2018 (both days inclusive). The AGM of the Company is

scheduled to be held on September 28, 2018.

5. INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial

performance, among others is given in the

Management Discussion and Analysis Report annexed

to this Report and is in accordance with the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015.

6. CREDIT RATING Reflecting the improved financial strength during the

year under review, the Credit Analysis and Research

Limited “CARE” has upgraded the credit rating

assigned to the Company from CARE BBB+ (Triple B

plus) to CARE A (Single A); Stable with effect from

November 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 open, transparent and

meritocratic culture to nurture this asset.

Human Resources (“HR”) Policies of the Company are

focused on developing the potential of each employee.

With this premise, a comprehensive set of HR Policy is

in place, aimed at attracting, retaining and motivating

employees at all levels.

The Company’s Learning & Development (“L&D”)

initiatives are focused on enhancing the functional and

behavioral competencies of its employees through

L&D interventions, such as Executive Development

Programs, e-learning and various classroom-based

training programs.

The ratio of remuneration of each Director to the

median employee’s remuneration and other details

in terms of Section 197 of Companies Act, 2013 read

with Rule 5(1) of the Companies (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 will be provided

upon request.

8. SUBSIDIARIES & ASSOCIATES During the financial year ended March 31, 2018, AIFL

Singapore PTE Limited became a subsidiary.

The Company’s Policy for determining material

subsidiaries may be accessed on the Company’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 of Section 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 provided are provided

in the financial statements.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts / Arrangements / Transactions entered

into / by the Company during the financial year under

review with related parties were on an arm’s length

basis and in the ordinary course of business. There were

no materiality significant related party transactions

made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons,

which may have a conflict with the interest of the

Company at large.

All Related Party Transactions were placed before

the Audit Committee as also the Board for approval.

Prior omnibus approval of the Audit Committee was

obtained for the transactions which were of a repetitive

nature. The Transactions entered into pursuant to

the omnibus approval so granted were reviewed

and statements giving details of all related party

transactions were placed before the Audit Committee

and the Board of Directors for their approval on a

quarterly basis.

Statutory Reports


The policy on Related Party Transactions as approved

by the Board is uploaded on the Company’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 the transactions 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 efficiency, protection and

conservation of resources, accuracy and promptness

in financial reporting and compliance with laws and

regulations. The internal control system is supported

by an internal audit process for reviewing the design,

adequacy and efficacy of the Company’s internal

controls, including its systems and processes and

compliance with regulations and procedures. Internal

Audit Reports are discussed with the Management and

are reviewed by the Audit Committee of the Board,

which also reviews the adequacy and effectiveness of

the internal controls in the Company.

The Company’s internal control system is

commensurate with the size, nature and operations of

the Company.

13. INTERNAL FINANCIAL CONTROLS Internal Financial Control systems have been

designed to provide reasonable assurance with regard

to recording and providing reliable financial and

operational information, complying with applicable

Accounting Standards.

The Company has adopted accounting policies which

are in line with the Indian Accounting Standards

notified under Section 133 of the Companies Act, 2013

read together with the Companies (Indian Accounting

Standards) Rules, 2015. These are in accordance with

Generally Accepted Accounting Principles in India.

Changes in Policy, if any, are approved by the Audit

Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements

makes judgments and estimates based on sound

policies and uses external agencies to verify/validate

them as and when appropriate. The basis of such

judgments and estimates are also audited by the

Statutory Auditors and reviewed by the Audit

Committee.

14. CORPORATE GOVERNANCE The report on Corporate Governance as stipulated

under Regulation 34 (3) read with Para C of Schedule

V to the SEBI (Listing Obligations and Disclosure

Requirements), Regulations 2015, inter alia, containing

the composition of the Audit Committee, details of

establishment of vigil mechanism, forms part of this

report. The requisite Certificate from the Practicing

Company Secretary confirming compliance with the

conditions of Corporate Governance as stipulated

under the SEBI (Listing Obligations and Disclosure

Requirements), 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 and Articles 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

rotation at the ensuing Annual General Meeting of the

Company and being eligible, offer themselves for re-

appointments.

The Board recommends for the above re-

appointments. Items seeking your approval on the

above are included in the notice convening the Annual

General Meeting. Brief resume of the Directors being

re-appointed forms part of the Notice of the ensuing

Annual General Meeting.

Key Managerial Personnel During the year under review there were no change in

the Key Managerial Personnels of the Company.

The following Directors/Executives continued as

KMP’s during Financial Year 2017-18:

• Mr.HarshadThakkar,ManagingDirector

• Mr.MohitShah,ChiefExecutiveOfficer

• Mr.AnuragGangwal,ChiefFinancialOfficer

• Ms.BhoomiMewada,CompanySecretary

16. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The details of the number of meetings of the Board

held during the financial year 2017-18 forms part of the

Corporate Governance Report.


1 2 3

17. EVALUATION OF THE PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act,

2013 and the Corporate Governance Requirements as

prescribe by SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, the Board of

Directors has carried out an annual evaluation of its

own performance, and that of its Committees and

Individual Directors.

The performance evaluation of the Independent

Directors was carried out by the entire Board,

excluding the Director being evaluated.

The Nomination and Remuneration Policy of

the Company empowers the Nomination and

Remuneration Committee to formulate a process for

evaluating the performance of Directors, Committees

of the Board and the Board as a whole.

The process for evaluation of the performance of

Directors/Board/Committees of the Board for the

financial year 2017-18 was initiated by the Nomination

and Remuneration Committee, by triggering surveys

to all Directors.

The Directors carried out the annual performance

evaluation of the Board, Committees of Board and

individual Directors along with assessing the quality,

quantity and timelines of flow of information between

the Company Management and the Board that is

necessary for the Board to effectively and reasonably

perform their duties.

The feedback of the Independent Directors on their

review of the performance of Non-Independent

Directors and the Board as a whole, the performance

of the Chairman of the Company and the assessment

of the quality, quantity and timeliness of flow of

information between the Company Management and

the Board was taken into consideration by the Board

in carrying out the performance evaluation.

18. INDEPENDENT DIRECTORS Declaration of Independence given by Independent

Directors

The Company has received necessary declaration

from each Independent Director under Section 149(7)

of the Companies Act, 2013, that he/she meets criteria

of independence laid down in Section 149(6) of the

Companies Act, 2013 and Regulation 25 of SEBI

(Listing Obligations 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 programme for familiarization of the Independent Directors with the Company. The details of the same is 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 in pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is provided as “Annexure C” to this Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and Senior Management Personnels of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory 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 compliance with the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (‘CSR Policy’) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on 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 undertaken during the Financial Year ended March 31, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 including statutory modification(s) or re-enactment(s) thereof for the time being in force is set

out in “Annexure D” to this Report.

Statutory Reports


21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the

year under review as stipulated under Regulation

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 Act, 2013 and the

Companies (Management and Administration) Rules,

2014, in the prescribed Form No. 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

hold office from the conclusion of the Eleventh AGM

till the conclusion of the Sixteenth Annual General

Meeting of the Company to be held in 2022, subject to

the ratification of their appointment by the Members

at every Annual General Meeting, if required under the

Companies Act, 2013.

Secretarial Auditors Pursuant to the provisions of Section 204 of

the Companies Act, 2013 read with Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, M/s. Jaiprakash Singh &

Associates, Practicing Company Secretaries has

been appointed as Secretarial Auditor, to undertake

Secretarial Audit of the Company for the Financial

Year 2017-18. The report of the Secretarial Auditor is

annexed to this report as “Annexure F”.

Auditor’s Observations: There were no audit qualifications in the Statutory

Auditors Report as well as in the Secretarial 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 and Auditors) Rules,

2014, and considering factors for the applicability for

the Cost Audit for the financial year 2017-18, the Cost

Audit for the financial year 2017-18 was not applicable

to the Company.

24. DIRECTORS RESPONSIBILITY STATEMENT The Board of Directors acknowledge the responsibility

for ensuring compliances with the provisions of

Section 134(3)(c) read with Section 134(5) of the

Companies Act, 2013 in the preparation of the annual

accounts for the year ended on March 31, 2018 and to

the best of their knowledge and ability, confirms that:

• inthepreparationoftheannualaccountsforthe

financial year ended March 31, 2018, the applicable

accounting standards have been followed along

with proper explanation relating to material

departures, if any;

• the Directors had selected such accounting

policies and applied them consistently and made

judgements and estimates that are reasonable

and prudent so as to give a true and fair view of

the state of affairs of the Company as at March

31, 2018 and of the profit of the Company for the

year ended on that date;

• theDirectorshadtakenproperandsufficientcare

towards maintenance of adequate accounting

records in accordance with the provisions of the

Companies Act, 2013 for safeguarding the assets

of the Company and for preventing and detecting

the fraud and other irregularities;

• theDirectorshadpreparedtheannualaccounts

ongoing concern basis;

• the Directors had laid down proper Internal

Financial Controls to be laid down by Company

and such financial control are adequate and are

operating effectively;

• the Directors had devised proper systems to

ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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


1 2 3

The Company has constituted an Internal Complaint Committee as required under Section 4 of 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 ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

27. REPORTING OF FRAUDS There have been no instances of fraud reported by

the Statutory Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

28. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred at the end of financial year of the Company to which the Financial 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 report genuine concerns or grievances. The Policy is available on the website of the Company at the link: https://www.ashapurafashion.com/investor/VIGIL-MECHANISM-POLICY-AIFL.pdf

The Policy provides for adequate safeguards against the victimization of the employees who use vigil mechanism. The Vigil Mechanism is overseen by the

Audit Committee.

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

The information on conservation of energy,

technology absorption and foreign exchange earnings

and outgo as stipulated under section 134(3)(m) of

the Companies Act, 2013 read with 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,

cost competitiveness and quality through

systematic process monitoring and adherence to

technological norms by:

• InstallationofenergyefficientLEDLightsin

all stores

• Installation of EnergyManagement System

in all stores

• Reducing power consumption in cooling

towers

• Replacementofinefficientmotor

• 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

energy consumption of their store as per the

connected load. Based on the connected

load and operating hours, budgeted energy

consumption is given to each stores and

practice of taking daily logs and cross-

checking the daily consumption with the

budgeted units is adopted. This helps

in curbing the unwanted consumption,

motivate users to take all the possible

measures to save the energy and helps in

pointing out the discrepancies in the energy

consumption pattern and corrective action

to eliminate the discrepancies.

2. Controlled the energy consumption of HVAC

system by optimizing the temperature inside

the stores (24°C). This drive is the major

contributor for the energy conservation for

the stores.

3. Optimized lighting consumption by strictly

controlling the operating hours as per the

Statutory Reports


usage pattern. Color coding is followed

for distinguishing the different lighting

and using LED Lights in all the stores

(emergency, show window, signages, floor

lighting, indirect lighting) switches; so that

energy usage can be optimized.

4. Eliminated the unwanted light consumption

and restricted usage of the lighting during

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 its

services and products.

ii. In case of imported technology - The

Company’s operations do not require

significant 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 Discussion and Analysis,

describing the Company’s objectives, projections,

estimates and expectation, may constitute ‘forward

looking statement’ within the meaning of applicable

laws and regulations.

Although the expectations are based on reasonable

assumptions, the actual results may differ.

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 orders passed by the

Regulators or Courts or Tribunal which would impact

the going concern status of 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 Director and Chief Financial Officer.

34. OTHER DISCLOSURES i. The Company has complied with Secretarial

Standards issued by the Institute of Company

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 dividend, voting or

otherwise.

35. ACKNOWLEDGEMENTS The Directors would like to place on record their

gratitude for the valuable guidance and support

received from SEBI, Registrar of Companies and

other government and regulatory agencies and to

convey their appreciation to shareholders, customers,

bankers, lenders, vendors and all other business

associates for the continuous support given by them

to the Company.

The Directors also wish to place on record their

appreciation for impressive growth achieved through

the competence, hard work, solidarity, co-operation

and support of employees at all levels.

For and on Behalf of the Board

Harshad ThakkarChairman and Managing Director

DIN: 01869173

Place: Mumbai

Date: August 13, 2018


1 2 3

“ANNECURE – A”

ANNEXURE TO THE DIRECTORS’ REPORTStatement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014

i. Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company

for the financial year 2017-18, the percentage increase in remuneration of Chief Executive Officer, Chief Financial

Officer and other Executive Director and Company Secretary during the financial year 2017-18.

Sr.

NoName of Director/KMP Designation

Ratio of remuneration of

each Director to median

remuneration of Employees

Percentage

increase in

Remuneration

1 Mr. Harshad Thakkar Managing Director 39.57:1 0

2 Mr. Dinesh Sodha Executive Director 16.96:1 0

3 Mr. Hitesh Punjani Executive Director 5.65:1 0

4 Mr. Mohit Shah Chief Executive Officer 12.72: 1 0

5 Mr. Anurag Gangwal Chief Financial Officer 4.71:1 0

6 Ms. Bhoomi Mewada Company Secretary 2.59:1 0

* Governed under remuneration structure, impacted by currency fluctuations.

NOTE : a) The Non-Executive Directors of the Company are entitled for sitting fee and commission as per the statutory

provisions and within the limits approved by the shareholders. The details of remuneration of Non-Executive

Directors are provided in the Corporate Governance Report. The ratio of remuneration and percentage increase

for Non-Executive Directors Remuneration is therefore not considered for the purpose above.

b) Percentage increase in remuneration indicates total compensation increases, as approved by the Nomination

and Remuneration Committee of the Company during the financial year 2017-18.

c) Figures have been rounded off wherever necessary.

ii. The percentage decrease in the median remuneration of Employees for the financial year was 1.74%.

iii. The Company has 229** permanent Employees on the rolls of Company as on 31st March,2018.

iv. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial

year was 1.24% whereas the increase in the managerial remuneration was nil. The average increases every year is an

outcome of Company’s market competitiveness as against its peer group Companies. In keeping with our reward

philosophy and bench marking results, the increases this year reflect the market practice.

v. It is here by affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

**Includes employees working for Ashapura Intimates Fashion Limited, legal entity only not its subsidiaries and group

companies.

On behalf of the Board


(DIN : 01869173)Place: Mumbai


Statutory Reports


“ANNECURE – B”

ANNEXURE TO THE DIRECTORS’ REPORT

FORM AOC – 2[Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2013 and

Rule 8(2) of the Companies (Accounts) Rules, 2014]

This form pertains to the disclosures of particulars of contract/arrangement entered into by the Company with related

parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions

under third proviso thereto.

1. Details of contract or arrangement or transactions not at arm’s length basis There were no contracts or arrangement, or transactions entered into during the year ended March 31, 2018, which

were not at arm’s length basis.

2. Details of material contract or arrangement or transactions at arm’s length basis The details of material contract or arrangement or transaction at arm’s length basis for the year ended March 31, 2018

are as follows:

(` In Lakhs)

Name of the related Party

Nature of Relationship

Nature of Contracts/

Arrangements /Transactions

Duration of Contract/

Arrangements /Transactions

Salient termsof the contracts or

arrangements or transactions including the

value

Approval Amount Paid as

advances (if any)

Mr. Harshad Thakkar Managing Director Rent Paid On yearly basis 34.49 Necessary Approvals Obtained

NIL

Mr. Dinesh Sodha Executive Director Rent Paid On yearly basis 2.16 NIL






1 2 3

“ANNEXURE – C”

NOMINATION AND REMUNERATION POLICYThis Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013

read along with the applicable rules thereto and SEBI (Listing Obligations and Disclosure Requirements), Regulations

2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel

and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee)

and has been approved by the Board of Directors.

Definitions:“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and

includes perquisites as defined under the Income-tax Act, 1961;

“Key Managerial Personnel” means:i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;

ii) Chief Financial Officer;

iii) Company Secretary; and

iv) such other officer as may be prescribed.

“Senior Managerial Personnel” mean the personnel of the Company who are members of its core management team

excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General

Manager and above, including all functional heads.

Objective:The objective of the policy is to ensure that

• Thelevelandcompositionofremunerationisreasonableandsufficienttoattract,retainandmotivateDirectorsof

the quality required to run the Company successfully;

• Relationshipofremunerationtoperformanceisclearandmeetsappropriateperformancebenchmarks;and

• remunerationtoDirectors,keymanagerialpersonnelandseniormanagementinvolvesabalancebetweenfixedand

incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company

and its goals.

Role of the Committee:The role of the NRC will be the following:

• Toformulatecriteriafordeterminingqualifications,positiveattributesandindependenceofaDirector.

• ToformulatecriteriaforevaluationofIndependentDirectorsandtheBoard.

• To identifypersonswhoarequalifiedtobecomeDirectorsandwhomaybeappointedinSeniorManagement in

accordance with the criteria laid down in this policy.

• TocarryoutevaluationofDirector’sperformance.

• TorecommendtotheBoardtheappointmentandremovalofDirectorsandSeniorManagement.

• To recommend to theBoardpolicy relating to remuneration forDirectors,KeyManagerialPersonnelandSenior

Management.

• TodeviseapolicyonBoarddiversity,composition,size.

• SuccessionplanningforreplacingKeyExecutivesandoverseeing.

Statutory Reports


• TocarryoutanyotherfunctionasismandatedbytheBoardfromtimetotimeand/orenforcedbyanystatutory

notification, amendment or modification, as may be applicable.

• Toperformsuchotherfunctionsasmaybenecessaryorappropriatefortheperformanceofitsduties.

Appointment and Removal of Director, Key Managerial Personnel and Senior Managementa) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person

for appointment as Director, KMP or at Senior Management level and recommend his/her appointment, as per

Company’s Policy.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for

appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by

a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained

the age of seventy years. Provided that the term of the person holding this position may be extended beyond the

age of seventy years with the approval of shareholders by passing a special resolution.

Term/Tenurea) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive

Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment

shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board

of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and

disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each,

but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an

Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated

with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent

Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an

Independent Director in case such person is serving as a Whole-time Director of a listed Company or such other number

as may be prescribed under the Act.

EvaluationThe Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or

at such intervals as may be considered necessary.

RemovalThe Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management

Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of

the Company.

RetirementThe Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the

prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management

Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the

Company.


1 2 3

Policy for Remuneration to Directors/Kmp/Senior Management Personnel

1) Remuneration to Managing Director/Whole-time Directors: a) The Remuneration/Commission etc. to be paid to Managing Director/Whole-time Directors, etc. shall be

governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for

the time being in force and the approvals obtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as

it may consider appropriate with regard to remuneration to Managing Director/Whole- time Directors.

2) Remuneration to Non- Executive/Independent Directors: a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible

under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive/Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession.

e) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be

made to Directors (other than Independent Directors).

3) Remuneration to Key Managerial Personnel and Senior Management: a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive

any, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

b) The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management.

c) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

d) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be

considered appropriate.

Implementation• TheCommitteemayissueguidelines,procedures,formats,reportingmechanismandmanualsinsupplementandfor

better implementation of this policy as considered appropriate.

• TheCommitteemayDelegateanyofitspowerstooneormoreofitsmembers.

Statutory Reports


“ANNEXURE – D”


REPORT ON CORPORATE SOCIAL RESPONSIBILITY[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014)]

1. Brief Outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken

Ashapura Intimates Fashion Limited (‘AIFL’ or ‘the Company’) has been an early adopter of Corporate Social

Responsibility (‘CSR’) Initiatives. Along with sustained economic performance, environmental and social stewardship

is also a key factor for holistic business growth. The Company’s focus has always been to contribute to the sustainable

development of the society and environment, and to make our planet place for future generations.

CSR is strongly connected with the principles of Sustainability; an organization should make decisions based not

only on financial factors, but also on the social and environmental consequences. Therefore, it is the core corporate

responsibility of AIFL to practice its corporate values through its commitment to grow in a socially and environmentally

responsible way, while meeting the interest of its stakeholders.

The core elements of CSR activities include ethical functioning, respect for all stakeholders, protection of human

rights and care for the environment.

The Ashapura Intimates Fashion Limited, generally implements the above initiatives through its Employees, Welfare

Funds and Group NGOs/Charitable Bodies operating at various locations in the country. It also enlists the help of

NGOs, local authorities, business associations, social and philanthropic organizations of repute and civil society,

wherever deemed necessary.

2. Composition of the CSR Committee The Corporate Social Responsibility Committee comprises of 3 Directors out of which One is Non-Executive

Independent Director Two are Executive Director, as its members.

Detailed composition of the CSR Committee is as follows:

Name of the Member Position Category

Mr. Harshad Thakkar Chairman Managing Director/Executive

Mr. Hitesh Punjani Member Executive Director

Mr. Ratan Thakur Member Non-Executive-Independent Director

Ms. Bhoomi Mewada, Company Secretary of the Company acts as the Secretary to the Committee. The Company

has formulated CSR policy, which is uploaded on the website of the Company at http://www.ashapurafashion.com/

investor/CSR%20Policy.pdf

3. Meetings and Attendance: The CSR Committee met three times during the year on May 29, 2017, February 06, 2018 and March 28, 2018. The

necessary quorum was present for Meeting.

The table below provides the attendance of the CSR Committee members:

Date of the MeetingMr. Harshad Thakkar

(Chairperson)

Mr. Hitesh Punjani

(Member)

Mr. Ratan Thakur

(Member)

May 29, 2017 Yes Yes Yes

February 06, 2018 Yes Yes Yes

March 28, 2018 Yes Yes Yes


1 2 3

(` in Lakhs)

4. Average Net Profit of the Company for last 3 financial year 1961.28

Prescribed CSR Expenditure

Current year CSR Fund

Unspent CSR Fund (2016-17)

Total

39.23

35.73

74.96

5. Details of CSR spent during the financial year 2017-18

Total amount to be spent for the financial year: 74.96

Total amount spent for the financial year: 3.00

Amount unspent, if any 71.96

6. Manner in which the amount was spent during the financial year is detailed below: (` in Lakhs)

Sr. No.

Sector in which the Project is covered

Projects / Programs Coverage

Amount outlay

(budget)

Amount spent on the project/programs

Cumulative expenditure upto to 31st March, 2018

Amount spent: Direct/

through implementing

agency

Direct Expenditure

Overheads

1. Promoting

preventive health

care as per schedule

VII(i) of Companies

Act 2013.

To preventing and

promoting the health

care the Company

donated or work

with to “Divya Jyot

Charitable Trust”,

at Nallasopara,

Maharashtra.

1.00

Approx.

1.00 Approx. NA 1.00 Direct

2. Promoting

education facility to

among children as

per schedule VII(ii)

of Companies Act

2013.

To promoting

education to among

the children for good

quality education

is a foundation

for dynamic and

equitable societies.

The Company

donated to “Divya

Jyot Charitable

Trust”, at Nallasopara,

Maharashtra.

1.00

Approx.


3. Promoting

preventive animal

welfare as per

schedule VII(iv)

of Companies Act

2013.

To prevention and

protection of animal

welfare. The Company

donated to “Divya

Jyot Charitable

Trust”, at Nallasopara,

Maharashtra.

1.00

Approx.


Statutory Reports


7. Company failed to spend the two percent of the average net profit of last three financial year. The reason for not spending is as follows:

During FY 2017-18, the Company has spent Rs. 3 Lacs towards the CSR activities. During the year, the Company was

in the process of evaluating the focus areas/locations of intervention for CSR activities to cater to the pressing needs

of society and deliver optimal impact. As a socially responsible Company, your Company is committed to increase its

CSR impact and spend over the coming years, with its aim of playing a larger role in India’s sustainable development

by embedding wider economic, social and environmental objectives.

8. CSR Committee Responsibility Statement The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in

compliance with the CSR objectives and CSR Policy of the Company.


Harshad Thakkar Ratan Thakur

Date: August 13, 2018 Chairman and Managing Director Independent Director

Place: Mumbai DIN: 01869173 DIN: 07090064


1 2 3

“ANNEXURE – E”


FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i Corporate Identity Number(CIN) of the Company L17299MH2006PLC163133

ii Registration Date 17/07/2006

iii Name of the Company Ashapura Intimates Fashion Limited

iv Category/Sub-category of the Company Company Limited by Shares / Indian Non-Government

Company

v Address of the Registered office

& contact details

Shop No. 3-4, Ground Floor, Pacific Plaza, Plot No.507,

TPS IV, Off B.S.Road, Mahim Division, Dadar West,

Mumbai- 400028.

Tel: 022-24331552/53

Fax: 022-24331506

Email: [email protected]

vi Listed Company Yes

vii Name , Address and contact details of the

Registrar and Transfer Agent

Link Intime India Private Limited

C-101, 247 Park, LBS Marg, Vikhroli West,

Mumbai-400 083, Maharashtra

Tel:022-25963838 Fax: 25946969

Email : [email protected]

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the Company shall be stated)

Sr. No.

Name & Description of main products/servicesNIC Code of the Product/service

% to total turnover of the Company

1 Retail Sale of readymade garments, hosiery goods, other articles of clothing and clothing accessories such as gloves, ties, braces etc.

47711 100

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No.

Name & Address of the Company CIN/GLNHolding/

Subsidiary/ Associate

% of Shares Held

Applicable Section

1 AIFL Singapore PTE LTD.

10 Anson Road, #26-04, International Plaza,

Singapore - 079903

201800953ZSubsidiary

Company100% 2(87)

Statutory Reports


IV. SHAREHOLIDING PATTERN (EQUITY SHARE CAPITAL AS PERCENTAGE OF TOTAL EQUITY)A) Category-wise Share holding

Sr No

Category ofShareholders

No. of Shares held at the beginning of the year as on 01st April, 2017

No. of Shares held at the end of the year as on 31st March, 2018 %

Changeduring

the yearDemat Physical Total% of

Total Shares

Demat Physical Total % of Total

Shares

(A)Promoter and Promoter Group

[1] Indian

(a)Individuals/Hindu Undivided Family

13186640 0 13186640 67.7376 14394408 0 14394408 '57.0948 '-10.6428

(b)Central Government/ State Government(s)

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(c)Financial Institutions/Banks

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(d) Any Other (Specify)

Sub Total (A)(1) 13186640 0 13186640 67.7376 14394408 0 14394408 '57.0948 '-10.6428

[2] Foreign

(a)Individuals (Non-Resident Individuals/ Foreign Individuals)

0 0 0 0.00 0 0 0 0.00 0.00

(b) Government 0 0 0 0.00 0 0 0 0.00 0.00

(c) Institutions 0 0 0 0.00 0 0 0 0.00 0.00

(d)Foreign Portfolio Investor

0 0 0 0.00 0 0 0 0.00 0.00

(e) Any Other (Specify)

Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Shareholding of Promoter and Promoter Group(A)=(A)(1)+(A)(2)

13186640 0 13186640 67.7376 14394408 0 14394408 '57.0948 '-10.6428

(B) Public Shareholding

[1] Institutions

(a) Mutual Funds/UTI 640000 0 640000 3.2876 1276851 0 1276851 '5.0646 '1.7770

(b) Venture Capital Funds 0 0 0 0.00 0 0 0 '0.0000 '0.0000

(c)Alternate Investment Funds

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(d)Foreign Venture Capital Investors

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(e)Foreign Portfolio Investor

11836 0 11836 0.0608 356765 0 356765 '1.4151 '1.3543

(f)Financial Institutions/ Banks

20111 0 20111 0.1033 91561 0 91561 '0.3632 '0.2599

(g) Insurance Companies 0 0 0 0.00 0 0 0 '0.0000 '0.0000

(h)Provident Funds/ Pension Funds

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(i) Any Other (Specify)

Sub Total (B)(1) 671947 0 671947 3.4517 1725177 0 1725177 '6.8428 '3.3911


1 2 3

Sr No

Category ofShareholders

No. of Shares held at the beginning of the year as on 01st April, 2017

No. of Shares held at the end of the year as on 31st March, 2018 %

Changeduring

the yearDemat Physical Total% of

Total Shares

Demat Physical Total % of Total

Shares

[2]Central Government/ State Government(s)/ President of India

Sub Total (B)(2) 0 0 0 0.00 0 0 0 0.00 0.00

[3] Non-Institutions

(a) Individuals

(i)

Individual shareholders holding nominal share capital upto ` 1 lakh.

819136 0 819136 '4.2078 1875203 5925 1881128 '7.4614 '3.2536

(ii)

Individual shareholders holding nominal share capital in excess of ` 1 lakh

1726706 0 1726706 '8.8698 3253223 26816 3280039 '13.0101 '4.1403

(b)NBFCs registered with RBI

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(c) Employee Trusts 0 0 0 0.00 0 0 0 '0.0000 '0.0000

(d)

Overseas Depositories(holding DRs) (balancing figure)

0 0 0 0.00 0 0 0 '0.0000 '0.0000

(e) Any Other (Specify)

Hindu Undivided Family

178322 0 178322 '0.9160 373360 0 373360 '1.4809 '0.5649

Non Resident Indians (Non Repat)

20848 0 20848 '0.1071 42081 0 42081 '0.1669 '0.0598

Non Resident Indians (Repat)

30175 0 30175 '0.1550 123522 0 123522 '0.4899 '0.3349

Clearing Member 223723 0 223723 '1.1492 241364 0 241364 '0.9574 '-0.1918

Bodies Corporate 2609743 0 2609743 '13.4058 3150327 0 3150327 12.4956 12.4956

Sub Total (B)(3) 5608653 0 5608653 '28.8107 9059080 32741 9091821 '36.0623 '7.2516

Total Public Shareholding(B)=(B)(1)+(B)(2)+(B)(3)

6280600 0 6280600 32.2624 10784257 32741 10816998 '42.9052 '10.6428

Total (A)+(B) 19467240 0 19467240 100.00 25178665 32741 25211406 '100.0000 '0.0000

(C)Non Promoter - Non Public

[1] Custodian/DR Holder 0.00 0.00 0.00 0.00 0 0 0 '0.0000 '0.0000

[2]

Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014)

0.00 0.00 0.00 0.00 0 0 0 '0.0000 '0.0000

Total (A)+(B)+(C) 19467240 0 19467240 100.00 25178665 32741 25211406 '100.0000

Statutory Reports


B) Shareholding of Promoter

Sr No

Shareholder's Name

Shareholding at the beginning of the year as on 01st April, 2017

Shareholding at the end of the year as on 31st March, 2018

% change in shareholding

during the year

No. of Shares Held

% of total Shares of the

Company

%of Shares Pledged /

encumbered to total shares

No.of Shares Held

% of total Shares of the

Company

%of Shares Pledged/

encumbered to total shares

1 Mr. Harshadkumar

Hirji Thakkar

11318440 '58.1410 '0.0000 12114690 48.0524 '4.7611 '-10.0886

2 Ms. Harshaben Hirji

Thakkar

900000 '4.6232 1.9263 900000 3.5698 '1.4874 0.0000

3 Ms. Ranjan Rasiklal

Thakkar

500000 '2.5684 '0.0000 705759 '2.7994 '0.0000 '0.2310

4 Ms. Rupal Rasiklal

Thakkar

357000 '1.8339 '0.0000 357000 1.4160 '0.0000 '-0.4179

5 Ms. Darshana Harshad

Thakkar

103200 '0.5301 '0.0000 103200 0.4093 '0.0000 '-0.1208

6 Mr. Rasiklal Liladhar

Thakkar

8000 '0.0411 '0.0000 213759 '0.8479 '0.0000 '0.8068

Total 13186640 '67.7376 '0.0000 14394408 '57.0948 '6.2485 '-10.6428

C) Change In Promoters’ Shareholding ( Please specify if there is no change)

Sr No.

Shareholder's Name

No. of Shares at the beginning of

the year as on 01st April 2016

% of Total

shares of the

Company

DateIncrease/

Decrease in shareholding

Cumulative Shareholding

during the year

% of Total Shares of the

Company during the

year

1 Mr. Harshadkumar Hirji Thakkar 11318440 58.1410 05 Jan 2018 50000 11368440 45.0924

19 Jan 2018 85250 11453690 45.4306

16 Mar 2018 361000 11814690 46.8625

31 Mar 2018 300000 12114690 48.0524

2 Ms. Harshaben Hirji Thakkar 900000 4.6232 No change 900000 3.5698

3 Ms. Ranjan Rasiklal Thakkar 500000 2.5684 19 Jan 2018 205759 705759 2.7994

4 Ms. Rupal Rasiklal Thakkar 357000 1.8339 No change 357000 1.4160

5 Ms. Darshana Harshad Thakkar 103200 0.5301 No change 103200 0.4093

6 Mr. Rasiklal Liladhar Thakkar 8000 0.0411 19 Jan 2018 205759 213759 0.8479


1 2 3

D) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

Sr. No

Shareholders name No.of shares at the

Beginning of the year

% of total shares of the

Company

Date Increase/ Decrease in

shareholding

Reason Cumulative Shareholding

during the year


Company

1 DSP blackrock 3 years close ended equity fund

640000 3.2876 14 Jul 2017 193000 Transfer 833000 3.3041

04 Aug 2017 (20000) Transfer 813000 3.2247

18 Aug 2017 (20000) Transfer 793000 3.1454

25 Aug 2017 20000 Transfer 813000 3.2247

22 Sep 2017 20000 Transfer 833000 3.3041

19 Jan 2018 443851 Transfer 1276851 5.0646

2 Bennett, Coleman and Company Limited

0 0.0000

Transfer 14 Jul 2017 400226 Transfer 400226 1.5875

At the end of the year 400226 1.5875

3 Virtue Financial Services Private Limited

0 0.0000 0 0.0000

Transfer 31 Mar 2018 400000 Transfer 400000 1.5866


4 Usaa Mutual Funds Trust, Emerging Markets Fund

0 0.0000 0 0.0000




5 Ncubate India Services Private Limited

324000 1.2851 324000 1.2851

Transfer 18 Aug 2017 (51000) Transfer 273000 1.0828


6 Nishu Finlease Private Limited

378000 1.4993 378000 1.4993

07 Apr 2017 5000 Transfer 383000 1.5192

26 May 2017 (3000) Transfer 380000 1.5073

04 Aug 2017 2350 Transfer 382350 1.5166

18 Aug 2017 (85000) Transfer 297350 1.1794

29 Dec 2017 50000 Transfer 347350 1.3777

02 Feb 2018 (95000) Transfer 252350 1.0009

02 Mar 2018 15000 Transfer 267350 1.0604

16 Mar 2018 26850 Transfer 294200 1.1669

23 Mar 2018 (29000) Transfer 265200 1.0519


Statutory Reports


Sr. No




Company


shareholding


during the year


Company

7 Quant Capital Holdings Pvt. Ltd.

53795 0.2134 53795 0.2134

07 Jul 2017 21240 Transfer 75035 0.2976

14 Jul 2017 (6900) Transfer 68135 0.2703

21 Jul 2017 (7226) Transfer 60909 0.2416

28 Jul 2017 (13232) Transfer 47677 0.1891

04 Aug 2017 (592) Transfer 47085 0.1868

11 Aug 2017 (5146) Transfer 41939 0.1663

18 Aug 2017 (7648) Transfer 34291 0.1360

25 Aug 2017 (5496) Transfer 28795 0.1142

01 Sep 2017 (28795) Transfer 0 0.0000

19 Jan 2018 229925 Transfer 229925 0.9120


8 Aakarshan Tracom Private Limited

220000 0.8726 220000 0.8726


9 Sumpoorna Portfolio Limited-Client Pledge

251168 0.9962 251168 0.9962

07 Apr 2017 1068 Transfer 252236 1.0005

14 Apr 2017 (15500) Transfer 236736 0.9390

21 Apr 2017 (7900) Transfer 228836 0.9077

28 Apr 2017 (25600) Transfer 203236 0.8061

05 May 2017 38250 Transfer 241486 0.9578

12 May 2017 (39462) Transfer 202024 0.8013

19 May 2017 54200 Transfer 256224 1.0163

26 May 2017 (49387) Transfer 206837 0.8204

02 Jun 2017 41842 Transfer 248679 0.9864

09 Jun 2017 (3950) Transfer 244729 0.9707

16 Jun 2017 1449 Transfer 246178 0.9765

23 Jun 2017 (5200) Transfer 240978 0.9558

30 Jun 2017 58016 Transfer 298994 1.1859

07 Jul 2017 (27000) Transfer 271994 1.0789

14 Jul 2017 (44092) Transfer 227902 0.9040

21 Jul 2017 41600 Transfer 269502 1.0690

28 Jul 2017 (41600) Transfer 227902 0.9040

04 Aug 2017 11412 Transfer 239314 0.9492

11 Aug 2017 (312) Transfer 239002 0.9480

18 Aug 2017 47410 Transfer 286412 1.1360

25 Aug 2017 30025 Transfer 316437 1.2551

01 Sep 2017 (30025) Transfer 286412 1.1360

08 Sep 2017 42000 Transfer 328412 1.3026

15 Sep 2017 13100 Transfer 341512 1.3546

22 Sep 2017 (40) Transfer 341472 1.3544


1 2 3

Sr. No




Company


shareholding


during the year


Company

29 Sep 2017 (20253) Transfer 321219 1.2741

06 Oct 2017 (32000) Transfer 289219 1.1472

27 Oct 2017 55000 Transfer 344219 1.3653

03 Nov 2017 (10750) Transfer 333469 1.3227

10 Nov 2017 4000 Transfer 337469 1.3386

17 Nov 2017 (48000) Transfer 289469 1.1482

24 Nov 2017 5000 Transfer 294469 1.1680

01 Dec 2017 12400 Transfer 306869 1.2172

08 Dec 2017 (5000) Transfer 301869 1.1974

15 Dec 2017 13800 Transfer 315669 1.2521

22 Dec 2017 2000 Transfer 317669 1.2600

29 Dec 2017 (3500) Transfer 314169 1.2461

05 Jan 2018 (159) Transfer 314010 1.2455

26 Jan 2018 15000 Transfer 329010 1.3050

02 Feb 2018 (3468) Transfer 325542 1.2912

09 Feb 2018 (3000) Transfer 322542 1.2793

16 Feb 2018 (19000) Transfer 303542 1.2040

23 Feb 2018 2005 Transfer 305547 1.2119

02 Mar 2018 13800 Transfer 319347 1.2667

09 Mar 2018 8501 Transfer 327848 1.3004

16 Mar 2018 (13500) Transfer 314348 1.2468

23 Mar 2018 (52630) Transfer 261718 1.0381

31 Mar 2018 (48473) Transfer 213245 0.8458


10 Mr. Chitranjan Baid 387922 1.5387 387922 1.5387

07 Apr 2017 (13800) Transfer 374122 1.4839

12 May 2017 (200) Transfer 373922 1.4831

26 May 2017 204 Transfer 374126 1.4840

16 Jun 2017 (737) Transfer 373389 1.4810

23 Jun 2017 (3500) Transfer 369889 1.4671

30 Jun 2017 725 Transfer 370614 1.4700

07 Jul 2017 19000 Transfer 389614 1.5454

21 Jul 2017 (16250) Transfer 373364 1.4809

28 Jul 2017 1050 Transfer 374414 1.4851

04 Aug 2017 16950 Transfer 391364 1.5523

11 Aug 2017 (17134) Transfer 374230 1.4844

18 Aug 2017 (3065) Transfer 371165 1.4722

01 Sep 2017 28693 Transfer 399858 1.5860

08 Sep 2017 51500 Transfer 451358 1.7903

15 Sep 2017 18000 Transfer 469358 1.8617

22 Sep 2017 30247 Transfer 499605 1.9817

29 Sep 2017 147442 Transfer 647047 2.5665

Statutory Reports


Sr. No




Company


shareholding


during the year


Company

06 Oct 2017 (17704) Transfer 629343 2.4963

13 Oct 2017 47659 Transfer 677002 2.6853

20 Oct 2017 (3003) Transfer 673999 2.6734

27 Oct 2017 (125280) Transfer 548719 2.1765

03 Nov 2017 (3) Transfer 548716 2.1765

10 Nov 2017 (3) Transfer 548713 2.1764

17 Nov 2017 344 Transfer 549057 2.1778

24 Nov 2017 (10303) Transfer 538754 2.1369

01 Dec 2017 (1) Transfer 538753 2.1369

08 Dec 2017 (1838) Transfer 536915 2.1297

15 Dec 2017 2746 Transfer 539661 2.1405

22 Dec 2017 (5) Transfer 539656 2.1405

29 Dec 2017 (8992) Transfer 530664 2.1049

05 Jan 2018 (241) Transfer 530423 2.1039

12 Jan 2018 42705 Transfer 573128 2.2733

19 Jan 2018 (5102) Transfer 568026 2.2531

26 Jan 2018 15949 Transfer 583975 2.3163

02 Feb 2018 (5) Transfer 583970 2.3163

09 Feb 2018 (4805) Transfer 579165 2.2972

16 Feb 2018 (17213) Transfer 561952 2.2290

23 Feb 2018 4986 Transfer 566938 2.2487

02 Mar 2018 49057 Transfer 615995 2.4433

09 Mar 2018 462 Transfer 616457 2.4452

16 Mar 2018 19680 Transfer 636137 2.5232

23 Mar 2018 40380 Transfer 676517 2.6834

31 Mar 2018 (475773) Transfer 200744 0.6696


E) Shareholding of Directors & Key Managerial Personnel:

Sr. No

Shareholders Name Shareholding at the beginning of

the Year as on 01st April, 2017

Date of Transaction

No. of Shares

No. of Shares

Cumulative Shareholding during

the year

No.of shares


Company

% of Total Shares of the

Company


Company

1 Mr. Dinesh Chanubha Sodha 900000 4.6232 900000 4.6232

19 Jan 2018 259777 Transfer 1159777 4.6002

At the end of the year (31.03.2018) 1159777 1159777 4.6002

2 Mr. Hitesh Subhash Punjani 0 0 0 0

19 Jan 2018 222666 Transfer 222666 0.8832

At the end of the year (31.03.2018) 222666 222666 0.8832


1 2 3

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtness at the beginning of the financial year

i) Principal Amount 1,072,174,464.84 41,319,222.85 - 1,113,493,687.69

ii) Interest due but not paid 871,015.00 578,175.57 - 1,449,190.57

iii) Interest accrued but not due 1,681,744.00 - - 1,681,744.00

Total (i+ii+iii) 1,074,727,223.84 41,897,398.42 - 1,116,624,622.26

Change in Indebtedness during the financial year

Additions - 137,289,807.42 137,289,807.42

Reduction 225,533,070.84 41,897,398.42 267,430,469.26

Net Change - 95,392,409.00 -130,140,661.84

Indebtedness at the end of the financial year

i) Principal Amount 848,017,118.00 95,392,409.00 943,409,527.00

ii) Interest due but not paid - - -

iii) Interest accrued but not due 1,177,035.00 - 1,177,035.00

Total (i+ii+iii) 849,194,153.00 95,392,409.00 - 944,586,562.00

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time Director and/or Manager:

Sr. No

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

Mr. Harshad Thakkar

Mr. Dinesh Sodha

Mr. Hitesh Punjani

1 Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income Tax. 1961. 8,400,000.00 3,600,000.00 1,200,000.00 13,200,000.00

(b) Value of perquisites u/s 17(2) of the

Income tax Act, 1961 - - - -

(c) Profits in lieu of salary under section

17(3) of the Income Tax Act, 1961 - - - -

2 Stock option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

as % of profit - - -

others (specify) Rent -

5 Others, please specify - - - -

Total (A) 8,400,000.00 3,600,000.00 1,200,000.00 13,200,000.00

Ceiling as per the Act793.52 lakhs (being 10% of Net Profit of the Company calculated as

per Section 198 of the Companies Act, 2013)

Statutory Reports


B. Remuneration to other Directors:

Particulars of Remuneration Name of the Directors Total Amount

Independent DirectorsMr. Ramakant

Nayak Mr. Ratan

Thakur Ms. Anupama

Sharma

(a) Fee for attending board committee meetings 260,000 150,000 240,000 650,000

(b) Commission -

(c ) Others, please specify - -

Director Remuneration - - -

Total 260,000 150,000 240,000 650,000

Overall Ceiling as per the Act per meeting79.35 lakhs (being 1% of Net Profits of the Company calculated

as per Section 198 of the Companies Act, 2013)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

Particulars of Remuneration CS CFO CEO Total

1 Gross Salary 550000 1000000 2700000 4,250,000

(a) Salary as per provisions contained in section

17(1) of the Income Tax Act, 1961.-

(b) Value of perquisites u/s 17(2) of the Income

Tax Act, 1961- -

(c ) Profits in lieu of salary under section 17(3) of

the Income Tax Act, 1961- -

2 Stock Option -

3 Sweat Equity - -

4 Commission - -

as % of profit

others, specify

5 Others, please specify - -

Total 550,000 1,000,000 2,700,000 4,250,000

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

No Penalties/Punishment/Compounding of Offences during the year ended March 31, 2018






1 2 3

“ANNEXURE – F”

ANNEXURE TO THE DIRECTORS’ REPORTMR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2018.

[Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

ASHAPURA INTIMATES FASHION LIMITED

Shop No 3-4 Ground Floor,


TPS IV off B. S. Road,

Mahim Division, Dadar (w),

Mumbai, Maharashtra-400028.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by M/S ASHAPURA INTIMATES FASHION LIMITED (hereinafter called the Company). Secretarial

Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing my opinion thereon.

Based on my verification of M/S ASHAPURA INTIMATES FASHION LIMITED books, papers, minute books, forms and

returns filed and other records maintained by the Company (books and papers) and also the information provided

by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby

report that in my opinion, the Company has, during the audit period covered by audit that is to say from April 1, 2017 to

March 31, 2018 (hereinafter referred to as “Audit Period”), complied with the statutory provisions listed hereunder and

also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by

M/S ASHAPURA INTIMATES FASHION LIMITED (“The Company”) for the financial year ended on March 31, 2018,

according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made hereunder;

II. The Securities Contracts (Regulation) Act, 1956(SCRA) and the Rules made hereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (SEBI Act) as amended till date to the extent applicable to the Company:-

a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

b) The Securities and Exchange Board of India (Substantial Acquisition of Share and Takeover) Regulations,2011;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations,2009;

d) The Securities and Exchange Board of India (Listing Obligations Disclosure Requirements) Regulations,

2015;

Statutory Reports


e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999;- Not applicable during the year;

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not

applicable during the year;

g) The Securities and Exchange Board of India (Registrar to an Issue of and Share Transfer Agents) Regulation,

2015;

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable

during the year;

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable

during the year;

V. Other applicable laws as informed to us by Company:

a) Employees State Insurance Act, 1948.

b) Professional Tax Act, 1975

c) Provident Fund Act, 1952

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreement entered into by the Company with the BSE Limited and NSE Limited.

I report that during the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

I further report that compliance of applicable financial laws including Direct and Indirect Tax laws by the Company

has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other

designated professionals.

I have relied on the representation made by the Company and its various heads for systems and mechanism formed

by the Company for compliances under other applicable Acts, Laws and Regulations as applicable to the Company.

2. I further report that the Company has, in my opinion, complied with the provisions of Companies Act, 2013 as notified

by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company with regard to:

a) maintenance of various statutory registers and documents and making necessary entries therein;

b) closure of the Register of Members;

c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central

Government;

d) service of documents by the Company on its Members, Auditors and the Registrar of Companies;

e) notice of Board meetings and Committee meetings of Directors;

f) the meetings of Directors and Committees of Directors including passing of resolutions by circulation;

g) the 11th Annual General Meeting held on December 29, 2017;


1 2 3

h) minutes of proceedings of General Meetings and of the Board and its Committee meetings;

i) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities,

wherever required;

j) constitution of the Board of Directors/Committee(s) of Directors, appointment, retirement and reappointment

of Directors including the Managing Director and/or Whole-time Directors;

k) payment of remuneration to Directors including the Managing Director;

l) appointment and remuneration of Auditors;

m) declaration and payment of dividends;

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations,

Guidelines, Standards, etc. as mentioned above.

3. I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. There was no changes in the composition of the Board of Directors that took

place during the period under review.

Adequate notice is generally given to all Directors to schedule the Board Meetings, agenda and detailed notes on

agenda were sent generally at least seven days in advance, and a system exists for seeking and obtaining further

information and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.


Based on the information received and records maintained, there are adequate systems and processes for reporting

to the Board, and appropriate internal controls commensurate with the size and operations of the Company, to

monitor and ensure compliance with the applicable laws, rules, regulations and guidelines.


During the audit period, the Company has following events/actions having major bearing:

• IncreasingBorrowingspowersfrom` 300 Crore to ` 500 Crore

• TheCompanyhasdeclaredInterimDividendof5%attheBoardMeetingdatedFebruary09,2018.

• CSRliabilityduringyearasperaverageNetProfitoftheCompanyforlastthreefinancialyearswas` 39.23

Lakhs out of which Company has spent ` 3 Lakh. Reason for not spending entire liability has been given in

Board Report as per section 134(3)(o) read with Section 135 of the Companies Act, 2013.

• Allotmentof4,00,226equitysharespursuant toconversionof5warrants toBCCLwasmade in theBoard

Meeting dated April 05, 2017 and 53,43,940 equity shares pursuant to merger,

• AGMwas extended byBoard resolution dated July 17, 2018 due toAmalgamation ofM/sMomaiApparels

Limited with M/s Ashapura Intimate Fashion Limited.

• Allotmentof4warrantstoHTMediaLtdat` 270,00,000 each was made in the Board Meeting dated October

25, .2018.

Place: Mumbai Date: August 13, 2018

CS Jaiprakash Singh Jaiprakash R Singh & Associates

FCS No.:7391 C P No.:4412

Statutory Reports


‘ANNEXURE A’

To,

The Members


Shop No 3-4 Ground Floor,


TPS IV off B. S. Road,

Mahim Division, Dadar (w),

Mumbai, Maharashtra-400028.

Our report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to

express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the

correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct

facts are reflected in the Secretarial records. We believe that the processes and practices, we followed provide a

reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the

Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and

regulations and happening of events,etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.

Place: Mumbai Date: August 13, 2018

CS Jaiprakash Singh Jaiprakash R Singh & Associates

FCS No.:7391 C P No.:4412


1 2 3

ECONOMIC OVERVIEWIn 2017, improved cyclical conditions continued to strengthen are now being reflected in commodity markets and labour markets and the global economy witnessed a pickup in growth.

Global GDP growth is estimated to have been 3.7% in 2017, the strongest outcome since 2011, and similarly, key emerging markets and developing economies including the Euro area, China, Turkey, Brazil, posted strong upward momentum.

Industrial production, investment and trade growth have bounced back with global trade growth reaching an estimated 5.25% in 2017. Given stronger than expected economic activity in 2017, the International Monetary Fund has revised its growth forecast for the United States from 2.3% to 2.7% in 2018 and from 1.9% to 2.5% in 2019. In Europe too, economic activity in 2018 and 2019 is projected to remain stronger than anticipated. Moreover, the advanced economies in Asia are expected to deliver stronger growth, while the emerging and developing ones are expected to grow at around 6.5% over 2018-19, broadly the same pace as in 2017-18.

On the domestic front, the year 2017 was marked by a number of key structural initiatives to build strength across macro-economic parameters for sustainable growth in the future. The gross domestic product growth was 6.5% in 2017-18, which was better than FY 2016-17. The structural reform of the Goods and Services Tax (GST) within a year of demonetization is expected to provide a boost to the economic growth and investments in the long run.

With an improving business ecosystem, stable macroeconomic indicators and a liberal FDI regime, foreign capital inflow has provided impetus to the domestic economy. According to the World Bank’s Global Economic Prospects report, India’s GDP is expected to rise to 7.4% in FY 2018-19 and 7.8% in FY 2019-20.

GLOBAL TEXTILE AND APPAREL INDUSTRYThe global textile and clothing business is estimated at approximately US$ 800 billion. The Asia Pacific accounted for 60.7% of the global textile business. While the apparel industry is largely dominated by the European Union and the US, countries like China, India and Italy are emerging as key exporters of apparel and as future destinations for consumption.

Management Discussion and Analysis Report

GROWTH DRIVERSIn 2017, the global apparel market was estimated at US$ 1.7 trillion – 2% of the global GDP of US$ 73.5 trillion. Growing disposable income in developing countries is expected to increase apparel consumption. Global apparel consumption could increase from US$ 1.7 trillion in 2016 to US$ 2.6 trillion by 2025.

China and India leveraged their human capital base and raw material availability to emerge as promising textile markets. China has dominated global textile trade for the last two decades with a >40% share. The high domestic demand and increasing wages could slow textiles exports from China, creating a market opportunity and benefiting countries with a cost advantage.

The global trade in the apparel segment is expected to grow at a CAGR of 5% and the global textiles trade is projected to grow at a CAGR of 3% over 2016-26. Fabric is expected to lead the category, followed by yarns and fibre.

However, some weaknesses seen at the Global front are as follows:

• Severedownstreamcompetitionduetoe-commerce;

• Rapidlychangingcustomerbehavior;

• Volatilerawmaterialprices;

• Increasingwages.

INDIAN TEXTILE AND APPAREL INDUSTRYThe Indian Textile industry is among the oldest in the country and the year 2017 has turned out to be a mixed blessing for the Indian Textile industry. The Indian textiles industry, currently estimated at approximately US$ 120 billion, is expected to reach approximately US$ 230 billion by 2020 according to IBEF. Currently, the domestic textiles industry contributes 10% to the manufacturing output of the country, generates about 4% to its GDP and employs more than 45 million people. Moreover the sector contributes 15% to the export earnings of India.

Exports have been a core feature of India’s textile sector. The Indian textiles export market, estimated at 18$ billion is expected to grow at a CAGR of 4% compared to the global CAGR of 3% over 2016-26.

The Indian apparel segment is worth and estimated US$ 50 billion in 2017 and forecasted to reach US$ 104 billion by

Statutory Reports


2027. With an estimated CAGR of 7.7% in this period for the segment, India is one of the most attractive destinations for brands and retailers.

The Indian apparel market can be broadly classified into menswear, women’s wear and kids wear. Currently, menswear holds major share in the apparel business, accounting for 42% of the total market. Women’s wear contributes almost 38%, while kids wear constitutes 20% of the apparel market.

The Indian apparel industry, which is the second largest contributor in retail after food and grocery, is also witnessing major shifts.

During the year, the Company has focused on rapid expansion across all channels specially Multi Brand Outlets (MBOs), Large Format Stores (LFS) and Exclusive Brand Outlets (EBO). With the phenomenal success that the Company has received in its flagship “Valentine” brand, which has primarily focused on the women category, the Company has taken a bold step to enter into the US$ 25 billion Menswear market in India with its brand “TRICCI”, ideated to bring a dedicated brand for menswear and boys wear in India. The brand “TRICCI” will ensure superior quality and fashionable styles to meet the evolving tastes of today’s men and boys. The same distribution network would be used to offer a new segment of apparels.

The Company has been focusing on product innovations to stay relevant to the changing consumer preferences. In the last couple of years, it has launched many innovative products such as Lounge Wear, Night Wear, Inner Wear, Sports Wear and Airport Wear.

Ecommerce is an emerging and fast growing channel in the country and your Company is well placed to lead category growth in this channel. The Company ventured into the E-commerce channel through www.valentienclothes.com for distributing directly to the consumers.

By 2020, India is expected to generate $100 billion online retail revenue out of which $35 billion will be through fashion e-commerce. Online apparel sales are set to grow three times in coming years.

Your Company has developed a comprehensive e-commerce strategy and execution roadmap, and has a team in place to drive disproportionate growth in this channel in the coming years. It has further tied up with various leading online retailers to increase the reach of the product to entire country.

RISK AND CONCERNThe Company has robust risk management procedures to identify and evaluate risks on an ongoing basis. The

identified risks are integrated into the business plan and a detailed action plan to mitigate the identified business risk and concerns is put in place.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACYDetails of internal control systems are given in the Directors’ Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONSThe Company believes that the quality of the employees is the key to its success and believes in its contribution to the all round growth of the Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FORWARD LOOKING STATEMENTSStatement in the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operations include raw material availability and prices, cyclical demand and pricing in the Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

CONCLUSIONThe Indian fashion retail industry encompasses a plethora of opportunities. However, successfully identifying and tapping these opportunities requires a holistic understanding of the industry, starting from fibre-to-fashion retail. It requires effective management of various functions such as sales, marketing, merchandising, and category management. This requires a dynamic management and team who can continuously adapt to cater to the evolving needs of this market.

With the latest technology and ERP software, we have achieved complete integration in our operations focusing on better inventory management. Your Company will continue to focus on adopting industry best practices while increasing market share and satisfying our customers.


1 2 3

The Directors present the Company’s Report on Corporate

Governance for the year ended March 31, 2018 pursuant

to regulation 34(3) read along with schedule V of the

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

1. COMPANY PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company believes in good Corporate Governance

emerge from the application of the best and sound

management practice and compliance with laws

coupled with the adherence to the highest standards to

transparency and business ethics. These main drivers,

together with the Company ongoing contributions to

the local communities through meaningful “Corporate

Social Responsibility” initiatives play a pivotal role in

fulfilling our renewed vision to be the most sustainable

and competitive Company in our industry and our

mission to create value for all our stakeholders.

The Company places great emphasis on value as

empowerment and integrity of its employees and

all concerned are fully committed to maximize long

term value to the shareholders, safety of communities,

transparency in decision making process, product

to be of best available quality for premium market

segments, Integrated diversification or product

range expansion, Global orientation and encouraging

innovation for constant improvements to achieve

excellence in all functional areas.

The Company Corporate Governance philosophy

rests on pillars of integrity, accountability, equity,

transparency and environmental responsibility that

conform fully with laws, regulations and guidelines.

2. GOVERNANCE POLICIES AND PRACTICES The Company has formulated and introduced several

governance policies to comply with the applicable and

statutory and regulatory requirements:

a. Values and Commitments We have set out and adopted a policy document

on ‘Values and Commitments’. We believe that

any business conduct can be ethical only when it

rests on some core values viz., honesty, integrity,

transparency, trust, responsibility, fairness and

accountability.

b. Code of Ethics Our Policy document on the ‘Code of Ethics’

demands that our employees conduct the

business with impeccable integrity and by

excluding any consideration of personal profit or

advantage.

c. Business Policies Our ‘Business Policies’ cover a comprehensive

range of issues such as fair market practices,

insider information, financial records and

accounting integrity, external communication,

work ethics, personal conduct, policy on

prevention of sexual harassment, health, safety,

environment and quality.

d. Environment Policy The Company is committed to achieving

excellence in environmental performance,

preservation and promotion of clean environment.

These are the fundamental concerns in all our

business activities.

3. BOARD OF DIRECTORS

a. Composition and Category of Directors The Company has a very balanced and diverse

Board of Directors, including one-woman Director.

The composition of the Board primarily takes care

of the business needs and stakeholders interest.

The Company has an optimum combination of

Executive and Non-Executive Directors.

Currently, the Board comprises of Six (6)

Directors, of whom three (3) are Non-Executive

Independent Directors and three (3) Directors

are Executive Directors including Chairman. The

Directors including Independent Director on the

Board are well qualified, experienced, competent

and highly renowned persons from the fields

of marketing, branding, finance & taxation, law,

governance and compliance etc. The composition

of the Board complies with the provisions of

the Companies Act, 2013 and SEBI (Listing

Obligations and Disclosure Requirements)

Regulations 2015.

Corporate Governance Report

Statutory Reports


No Director is related to any other Director on the

Board in terms of the definition of “relative” given

under the Companies Act, 2013.

b. Independent Directors The Non-Executive Independent Directors fulfill

the conditions of independence as specified in

Section 149 (6) of the Companies Act, 2013 and

Regulation 16 (b) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

Based on the disclosures received from the

Directors and on evaluation of the relationships

disclosed, all Non-Executive Directors are

Independent.

c. Board Meetings And Directors’ Attendance Record

During the year under review, twelve (12)

Board Meetings were held on April 03, 2017,

April 05, 2017, May 29, 2017, July 17, 2017,

September 06, 2017, September 14, 2017,

October 25, 2017, November 30, 2017,

December 09, 2017, December 22, 2017,

February 06, 2018 and February 09, 2018.The

Company has complied with the terms of section

173(1) of Companies Act 2013 and SEBI (Listing


Regulations, 2015 for conducting minimum 4

(four) meetings of Board of Directors during the

year and the maximum time-gap between any

two meetings did not exceed 120 days.

The Board of Directors of the Company has

an optimum combination of Executive and

Non-Executive Directors. The names and

categories of the Directors on the Board, the

number of Directorship and committee positions

held by them in other Public Limited Companies

as on the date of signing this report are as under:

Sr. No.

Name of Director Category Directorship held in

other public companies

Chairmanship/Membership in board committees in other

companies

Number of shares

held in the Company

Attendance

Chairmanship Membership Board Meeting

Attended during the

year

Last AGM Attendance

held on December 29,

2017

1Mr. Harshad Thakkar


NIL NIL 2 1,21,14,690 12 of 12* Present

2 Mr. Dinesh Sodha Executive Director NIL NIL NIL 11,59,777 12 of 12 Present

3 Mr. Hitesh Punjani Executive Director NIL NIL NIL 2,22,666 12 of 12 Present

4Mr. Ramakant Nayak

Non-Executive Director- Independent Director

4 2 5 1,200 10 of 12 Present

5 Mr. Ratan ThakurNon-Executive Director- Independent Director

NIL NIL NIL Nil 9 of 12 Absent

6Mrs. Anupama Sharma

Non-Executive Director- Independent Director and Women Director

NIL 1 1 Nil 8 of 12 Present

Note:1. Alternate Directorships and Directorships in Private

Companies, Section 8 Companies, and Foreign

Companies are excluded.

2. Chairmanships/Memberships only include Audit

Committee and Nomination Remuneration Committee

and Corporate Social Responsibility Committee

and Stakeholders Relationship Committee in Indian

Companies.

3. The Directors do not hold any convertible instruments.

4. Members of the Board of the Company do not have

membership of more than ten Board-level Committees

or Chairmanship of more than five such Committees.

5. The number of Directorships, Committee Membership(s)/

Chairmanship(s) of all Directors is within respective

limits prescribed under the Companies Act, 2013 and

SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015


1 2 3

d. Familiarization Programme The Company has framed the familiarization

Programme for its Independent Directors of their roles, rights, responsibilities, nature of industry in which the Company operates and the business model of the Company. The same has been uploaded on the website of the Company and the web link for the same has been http://www.ashapurafashion.com/investor/Familiraisation%20Programme.pdf

e. Separate Meeting of Independent Directors As stipulated by the code for the Independent

Directors under the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate meeting of the Independent Directors of the Company was held as on February 09, 2018. All the Independent Directors were present at the meeting, to discuss the following matters:

• Review the performance of the Executiveand Non-Independent Directors and the Board as a whole;

• ReviewtheperformanceoftheChairpersonof the Company, considering the views of Executive Directors and Non-Executive Directors;

• Assessthequality,quantityandtimelinessofflow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

4. COMMITTEES OF THE BOARD The Board Committees play a crucial role in the

governance structure of the Company and have been constituted to deal with specific area/activities which concern the Company and need a closer review. The Board Committees set up under the formal approval of the Board to carry out clearly defined roles which

are considered to be performed by members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibility by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review. The Board Committees can request special invitees to join the meeting, as appropriate.

The Board has currently established the following Committees:

i. Audit Committee The Audit Committee of the Company

functions and composition in accordance with the requirement of Section 177 of the Act and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises of three (3)Directors, out of which two (2) are Non-Executive Independent Directors. The Audit Committee is headed by Mrs. Anupama Sharma who is Non-Executive Independent Director and has Mr. Ramakant Nayak, Non-Executive Independent Director and Mr. Harshad Thakkar, Executive Director as its member. All the members of the Committee have relevant experience in financial matters. The CEO and CFO are permanent invitees for the meetings.Ms. Bhoomi Mewada Company Secretary of the Company acts as the Secretary to the Audit Committee.

During the year under review, four (4) Audit Committee Meetings were held on May 29, 2017, September 14, 2017, December 9, 2017 and February 6, 2018. The maximum gap between two meetings did not exceed One Hundred and Twenty (120) days. All the Directors were personally present at the meeting and the requisite quorum was present for all the meetings.

Attendance at the meetings of the Audit

Committee held during 2017-18, is as follows :

Name of Members Category PositionsNumber of Meetings

held

Number of Meetings attended

Mr. Harshad Thakkar Executive Director Chairperson 4 4

Mr. Ramakant Nayak Non-Executive Independent Director Member 4 4

Mrs. Anupama Sharma Non-Executive Independent Director Member 4 4

The terms of reference for the Audit Committee includes, the matters as specified in Section 177 (4) of the

Act and Regulation 18(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

follows:

Statutory Reports


• Oversight ofCompany’s financial reporting

process and the disclosure of its financial

information to ensure that the financial

statement is correct, sufficient and

credible, recommendation for appointment,

reappointment, remuneration and terms of

appointment of auditors of the Company;

• Review and monitor the auditor’s

independence and performance, and

effectiveness of audit process, examination

of the financial statement and the auditors’

report thereon, scrutiny of inter-corporate

loans and investments; monitoring the

end use of funds raised and its effective

utilization thereof;

• Scrutiny of Related party transactions

and inter corporate loan and investments,

reviewing the adequacy of internal audit

function, reporting structure, Financial

statements and auditor’s report thereon;

• Reviewing with the Management the

quarterly unaudited financial results drawn

and the Auditors’ Limited Review Reports

and Audited annual financial statements and

Auditors’ Reports thereon before submission

to the Board for approval.

• Reviewing along with the management,

the quarterly financial statements before

submission to the board for approval;

• Valuation of undertakings or assets of the

listed entity, whenever it is necessary;

• Evaluationof internal financialcontrolsand

risk management systems;

• Reviewing, with the management,

performance of statutory and internal

auditors, and adequacy of the internal

control systems;

• Reviewing the adequacy of internal audit

function, if any, including the structure

of the internal audit department, staffing

and seniority of the official heading the

department, reporting structure coverage

and frequency of internal audit;

• Discussion with internal auditors of any

significant findings and follow up thereon;

• Reviewing the findings of any internal

investigations by the internal auditors into

matters where there is suspected fraud or

irregularity or a failure of internal control

systems of a material nature and reporting

the matter to the board;

• Discussion with statutory auditors before

the audit commences, about the nature

and scope of audit as well as post-audit

discussion to ascertain any area of concern;

• To look into the reasons for substantial

defaults in the payment to the depositors,

debenture holders, shareholders (in case of

non-payment of declared dividends) and

creditors;

• To review the functioning of the Whistle

Blower mechanism.

• Approval of appointment of chief financial

officer after assessing the qualifications,

experience & background, etc. of the

candidate;

• Carrying out any other function as is

mentioned in the terms of reference of the

Audit Committee;

ii. Nomination and Remuneration Committee In terms of Regulation 19 of SEBI (Listing


Regulations, 2015 and Section 178 of Companies

Act, 2013, the Nomination and Remuneration

Committee comprises of Mrs. Anupama Sharma,

as the Chairperson, Mr. Ramakant Nayak , and

Mr. Ratan Thakur, as members, Non-Executive

Independent Directors of the Company. During

the year under review, two (2) meetings of

Nomination and Remuneration Committee were

held on May 29, 2017 and December 9, 2017. The

necessary quorum was present at the meeting.

Attendance of the Nomination and Remuneration

Committee meetings held during 2017-18, is as

follows:


1 2 3

Name of Members Category PositionsNumber of

Meeting held

Number of Meeting attended

Mrs. Anupama Sharma Non-Executive Independent Director Chairperson 2 2

Mr. Ramakant Nayak Non-Executive Independent Director Member 2 2

Mr. Ratan Thakur Non-Executive Independent Director Member 2 2

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

• RecommendthecriteriaforappointmentofExecutive, Non-Executive and Independent Directors to the board;

• Determinationofthecriteriaforqualifications,positive attributes and independence of Directors and recommending to the board the policy relating to the remuneration of Directors, Key Managerial Personnel and other employees;

• Identify candidates who are qualifiedto become Directors and who may be appointed in the Board Committees and who may be appointed in senior management and recommending to the board their appointment and removal;

• Determinepolicyonservicecontracts,noticeperiod, and sitting fees of Independent Directors.

• Formulatecriteria andcarryoutevaluationof each Director’s performance and performance of the Board as a whole;

• The Nomination and RemunerationCommittee shall also evaluate the usefulness of such performance parameters and make necessary amendments.

Remuneration to Directors

Non-Executive Director : The Non-Executive Directors are paid sitting

fees for attending the meeting of the Board of Directors.

Details of the Remuneration paid to Non-Executive Directors for the year ended March 31, 2018 are as follows :-

Amount in `

Name of Non-Executive Directors

Sitting Fees Total

Mr. Ramakant Nayak 2,60,000 2,60,000

Mr. Ratan Thakur 1,50,000 1,50,000

Mrs. Anupama Sharma 2,40,000 2,40,000

The Non-Executive Directors/Independent Directors do not have any pecuniary relation or transaction with the Company.

Executive Director : The remuneration paid to the Executive Director

is commensurate with industry standards and Board level positions held in similar sized companies, taking into consideration the individual responsibilities shouldered by them and is in consonance with the terms of appointment approved by the Members, at the time of their appointment.

The appointment and remuneration of Executive Director including Managing Directors are governed by the Nomination and Remuneration Committee and the resolution passed by the Board of Directors and the Shareholders. The remuneration packages of Managing Director and Executive Directors comprises of Salary as approved by the shareholders at the Annual General Meeting.

Presently the Company does not have a stock options scheme for its Directors and its employees. The Nomination and Remuneration Policy is disclosed on the website http://www.ashapurafashion.com/investor/Nomination%20and%20Remuneration%20Policy.pdf

Details of Remuneration paid to the Managing Director and Executive Director for the financial

year ended March 31, 2018 are as follows :

Statutory Reports


Name of the Directors Salary Sitting Fees Retiral benefits/ Bonuses/

Commission payable/

Performance linked incentive/ pension/

Stock options granted

Contributionto PF and

Perquisites

Total

Mr. Harshad Thakkar 84,00,000 NA NA NA 84,00,000

Mr. Dinesh Sodha 36,00,000 NA NA NA 36,00,000

Mr. Hitesh Punjani 12,00,000 NA NA NA 12,00,000

Mr. Ramakant Nayak NA 2,60,000 NA NA 2,60,000

Mr. Ratan Thakur NA 1,50,000 NA NA 150000

Ms. Anupama Sharma NA 2,40,000 NA NA 240000

Total 1,32,00,000 6,50,000 NA NA 1,38,50,000

Performance Evaluation Criteria for Independent Directors

Independent Directors are evaluated on parameters such as qualifications, experience, knowledge and competency fulfillment of functions, ability to function as a team, initiative, commitment, Independence, Independent views and judgment, availability, attendance and participation in the discussion at the Meetings;

The Code of conduct of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision, Contribution for resolving the issues at the meeting and raising valid concerns at the Board, Interpersonal relations with other Directors and management;

To evaluate Board’s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity;

iii. Stakeholders Relationship Committee In accordance with the Regulation 20 of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Act, the Company has constituted the ‘’Stakeholders Relationship Committee’’ which as an March 31, 2018 comprises of Mr. Ramakant Nayak, Non-Executive Independent Director, as Chairman, Mrs. Anupama Sharma, Non-Executive

Independent Director, as member and Mr. Harshad Thakkar, Executive Director as member, to resolve the grievances of all stakeholders of the Company and to perform all other work.

The meetings of the Stakeholders Relationship Committee were held on May 29, 2017, September 14, 2017, December 9, 2017 and February 6, 2018.

The Stakeholders Relationship Committee functions with the objective of looking into the redressal of Shareholders/Investors grievances. The Stakeholders Relationship Committee is primary responsible to:

1. Review statutory compliance relating to all security holders;

2. Consider and resolve the grievance of security holders of the Company including complaints related to transfer of securities, non-receipt of annual report/declared dividends/notices/balance sheet;

3. Oversee compliance in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund;

4. Approve issue of duplicate certificates of the Company;

5. Recommend measures for overall improvement of the quality of investor services.


1 2 3

The Composition of Committee and attendance at the meetings are as follows :

Name of Members Category Positions Number of Meeting

held

Number of Meeting attended

Mr. Ramakant Nayak Non-Executive Independent Director Chairperson 4 4

Mrs. Anupama Sharma Non-Executive Independent Director Member 4 4

Mr. Harshad Thakkar Executive Director Member 4 4

Compliance Officer Ms. Bhoomi Mewada, is the Company Secretary and Compliance Officer of the Company and the designated

e-mail address for investor complaints is [email protected]

Complaints from Investors During the financial year 2017-18, the Company has received One (1) Complaint from the Shareholder. The

complaint has been redressed to the satisfaction of the shareholder and none of them were pending as on

March 31, 2018.

Sr. No

Nature of ComplaintsComplaints Received

Complaints Resolved

1. Non-Receipt of Share Certificate- Transfers Nil Nil

2. Non- Receipt of Dividend/ Interest/ Redemption Warrants 1 1

3. Non- Receipt of Annual Report Nil Nil

4. Others Nil Nil

Total 1 1

iv. Corporate Social Responsibility Committee The Corporate Social Responsibility (CSR)

Committee, pursuant to the requirements of Section 135 of the Companies Act, 2013 as on March 31, 2018 consisted of Mr. Harshad Thakkar Executive Director, as Chairman, Mr. Hitesh Punjani Executive Director, and Mr. Ratan Thakur, Non-Executive Independent Director as Members. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities.

The meeting of CSR Committee held on May 29, 2017, February 6, 2018 and March 28, 2018 during the financial year 2017-18, which were attended by all the members.

Role of CSR Committee: The role of the Corporate Social Responsibility

Committee is as follows:

• Formulating and recommending to theBoard, the Corporate Social Responsibility (CSR) strategy of the Company including the CSR Policy, its implementation and review such that the Company’s social, environmental and economic activities are aligned.

• Formulating and recommending to theBoard the CSR Policy and activities to be

undertaken by the Company;

• Recommendingtheamountofexpenditureto be incurred on CSR activities of the Company;

• MonitoringCSRPolicyoftheCompanyfromtime to time;

• Monitoring the implementation of the CSRprojects or programs or activities undertaken by the Company;

• ToensurecomplianceofCSRPolicy;

• Reviewing and recommending the annualCSR report for the Board’s approval and for public disclosure;

5. Policies for Determining Material Subsidiaries The Company has adopted a Policy for Determining

Material Subsidiaries of the Company, pursuant to the provision of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. .

This Policy is available on the website of the Company at https://www.ashapurafashion.com/investor/Policy%20for%20%20Determining%20

Material%20Subsidiary.pdf

Statutory Reports


6. GENERAL BODY MEETINGS

a. Details of last three Annual General Meeting held is as under : :

Financial Year

Venue of the Meeting Date and time

Time Details of Special resolution passed in AGM

2014 -15 Kohinoor Bhavan, Kohinoor Road,

Opposite Dadar Railway Station,

Dadar East, Mumbai- 400 014

September

07, 2015

10.00 am Preferential issue of warrants up to

` 3.25 Crores.

2015 -16 Kohinoor Banquet Hall at Kohinoor

Corner, Veer Savarkar Marg,

Prabhadevi, Opp Siddhivinayak

Temple, Dadar West, Mumbai-

400 025.

September

29, 2016

11.00 am No Special Resolution was passed.

2016-17 Kohinoor Banquet Hall at Kohinoor

Corner, Veer Savarkar Marg,

Prabhadevi, Opp Siddhivinayak

Temple, Dadar West, Mumbai-

400 025.

December

29, 2017

12.00 pm Increase in the borrowing limits

pursuant to Section 180(1)(c) of

Companies Act, 2013 upto 500 Crores

(Rupees Five Hundred Crores Only).

Creation of Charge pursuant to Section

180(1)(a) of Companies Act, 2013 upto

` 500 Crores (Rupees Five Hundred

Crores Only).

Reiterate the resolution number 1

passed by members of the Company

through Postal Ballot on August 27,

2017 pertaining to issue of convertible

warrants on Preferential Basis

Raising of funds through issue of

American Depository Receipts/Global

Depository Receipts/Foreign Currency

Convertible Bonds

b. Details of resolution passed through Postal Ballot

Purpose:

I Issue of Convertible Warrants on Preferential

Basis

II Issue of Non-Convertible Debentures

Postal Ballot and E-Voting Period: From July 28,

2017 to August 27, 2017

Person who conducted the Postal Ballot exercise:

The Company had appointed Ms. Apexa Nivid

Shah of M/s. Apexa Shah & Associate, Practicing

Company Secretary (Membership No. A35251), to

act as the Scrutinizer (“Scrutinizer”) in order to

receive and scrutinize the completed Ballot Forms

received from the Members and to scrutinize the

E-voting process in a fair and transparent manner.

Details of Voting Result:

Resolution No. 1: Issue of Convertible Warrants

on Preferential Basis

Resolution Required: Ordinary/Special (Special Resolution)


1 2 3

Whether promoter/promoter group are interested in the agenda/ resolution

None of the Promoters / Promoter Group has any material interest, direct or indirect,

in the Scheme except to the extent of their respective shareholdings in the Company

Category Mode of Voting No. of shares held

(1)

No. of votes polled (2)

% of Votes Polled on

outstanding shares

(3=[2/1]*100)

No. of Valid Votes – in

favour (4)

No. of Valid Votes – against

(5)

% of Valid Votes in favour on votes

polled (6=[4/2]*100)

% of Valid Votes against

on votes polled

(7=[5/2*100])

Promoter and

Promoter Group

E-voting 1,31,86,640 1,31,86,640 66.37% 1,31,86,640 0 100% 0.00%

Postal Ballot 0 0.00% 0 0 0.00% 0.00%

Total 1,31,86,640 66.37% 1,31,86,640 0 100% 0.00%

Public-Institutions E-voting 38,79,122 8,33,000 4.19% 8,33,000 0 100% 0.00%

Postal Ballot 0 0.00% 0 0 0.00% 0.00%

Total 8,33,000 4.19% 8,33,000 0 100% 0.00%

Public-Non

Institutions

E-voting 28,01,704 5,88,882 2.96% 5,88,879 3 100% 0.00%

Postal Ballot 4 0.00% 4 0 100% 0.00%

Total 588,886 2.96% 5,88,883 3 100% 0.00%

Total Shares 1,98,67,466 1,46,08,526 73.53% 1,46,08,523 3 100% 0.00%

Resolution No. 02: Issue of Non-Convertible Debentures

Resolution Required: (Ordinary/Special) Special Resolution

Whether promoter/promoter group are interested in the agenda/ resolution

None of the Promoters / Promoter Group has any material interest, direct or indirect,

in the Scheme except to the extent of their respective shareholdings in the Company

Category Mode of VotingNo. of

shares held (1)

No. of votes polled (2)

% of Votes Polled on

outstanding shares

(3=[2/1]*100)

No. of Valid Votes – in

favour (4)

No. of Valid Votes – against

(5)

% of Valid Votes in favour on votes

polled (6=[4/2]*100)

% of Valid Votes against

on votes polled

(7=[5/2*100])

Promoter and Promoter Group

E-voting 1,31,86,640 1,31,86,640 66.37% 1,31,86,640 0 100% 0.00%

Postal Ballot 0 0.00% 0 0 100% 0.00%

Total 1,31,86,640 66.37% 1,31,86,640 0 0 0

Public-Institutions E-voting 38,79,122 8,33,000 4.19% 833,000 0 100.00% 0.00%

Postal Ballot 0 0.00% 0 0 0.00% 0.00%

Total 8,33,000 4.19% 8,33,000 0 100% 0.00%

Public-Non Institutions

E-voting 28,01,704 5,88,882 2.96% 5,88,879 3 100% 0.00%

Postal Ballot 4 0.00% 4 0 100.00% 0.00%

Total 5,88,886 2.96% 5,88,883 3 100% 0.00%

Total Shares 1,98,67,466 1,46,08,526 73.53% 1,46,08,523 3 100% 0.00%

Procedure for Postal Ballot: In compliance with Regulation 44 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder, the Company provided E-voting facility to all its members, to enable them to cast their votes electronically. The Company engaged the services of CDSL for providing E-voting facility to all its members. The members had the option to vote either by Postal Ballot or E-voting. The Company dispatched the Postal Ballot notices and forms along with postage prepaid business reply envelope to its members, whose names appeared

on the register of Members/list of beneficiaries as on Record Date. The postal ballot notice was sent to members in electronic form to the e-mail addresses registered with Depository Participants (in case of electronic shareholding)/the Company’s Registrar and Share Transfer Agents (in case of physical shareholding). The Company also published a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules.

Voting Rights were reckoned on the paid-up value of the Shares registered in the names of the Members as on the Record Date. Members desiring to exercise their votes by physical postal ballot forms were requested

Statutory Reports


to return the forms duly completed and signed, to the Scrutinizer on or before the closing of the voting period. Members desiring to exercise their votes by electronic mode were requested to vote before close of business hours on the last date of E-voting.

The Scrutinizer submitted his report to the Chairperson, duly authorized by the Board for the purpose, after the completion of the scrutiny and the consolidated results of the voting by postal ballot were then announced by the Chairperson. The results were displayed on the website of the Company at http://www.ashapurafashion.com/investor/Postal%20Ballot%20Results%2028.08.2017.pdf , besides being communicated to the Stock Exchanges, Depository and Registrar and Share Transfer Agent. The date of declaration of the result by the Company was deemed to be the date of passing the resolution.

7. MEANS OF COMMUNICATION:

a. Publication of Financial Results: The Unaudited Quarterly Financial Results are

announced within forty-five days of the close of the quarter. The Annual Audited Financial Results are announced within sixty days from the close of the financial year as per the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The aforesaid financial results, official press releases and presentations made to institutional investors/analysts are submitted to Stock Exchanges electronically in the BSE Listing Centre and NSE Electronic Application Processing System (NEAPS) and are posted on the website of the Company.

b. Newspapers wherein results normally prominent:

The quarterly and annual results of the Company’s performance are published in leading English dailies like Economic Times, Free Press Journal, etc. and regional language daily, Maharashtra Times and Navshakti.

c. Website and Press Release: The Annual Report of the Company, the quarterly/

yearly results, the annual results, presentations made to the Institutional Investors and Analysts and the press releases of the Company are also placed on the Company’s website www.ashapurafashion.com.The Company also informs by way of intimation to BSE and NSE all price sensitive matters or such other matters, which in its opinion are material and of relevance to the members and subsequently issues a Press Release in this regard.

8. GENERAL SHAREHOLDER INFORMATION

a. Annual General Meeting: The 12th Annual General Meeting (AGM) of the

Company will be held on Friday, September 28, 2018 at 10.30 at Vows Banquet, Kohinoor Banquet Hall at Kohinoor Corner, Veer Savarkar Marg, Prabhadevi, Opp Siddhivinayak Temple, Dadar (West), Mumbai- 400 025.

b. Financial Year : 2017-18 The tentative dates for Board Meetings for

consideration of quarterly financial results are as

follows:

Sr. No.

Particulars of QuarterTentative

dates

1. First Quarter Results August, 2018

2.Second Quarter & Half

Yearly Results

November,

2018

3.Third Quarter & Nine-

months Results

February ,

2019

4.Fourth Quarter & Annual

ResultsMay, 2019

c. Dividend The Board of Directors at their meeting

held on May 29, 2018, recommended a Final

Dividend of 0.75/- per equity share of face

value of `10/- each, for the financial year ended

March 31, 2018. If approved by Members, will be

paid on or after September 28, 2018.

d. Unclaimed Dividend/Shares: Pursuant to the provisions of Section 124

and 125 of Companies Act, 2013 and Investor

Education and Protection Fund (Accounting,

Audit, Transfer and Refund) Rules, 2016

(IEPF Rules) dividends not encashed/claimed

within seven years from the date of declaration

are to be transferred to the Investor Education

and Protection Fund (IEPF) established under

sub-section (1) of section 125. The Company has

no unpaid dividends for the Financial Year 2009-

10 and therefore was not required to transfer any

amount to IEPF during the year under review. The

dividend laying in the unpaid dividend account as on

March 31, 2018 is as follows:

Year `2013-2014 78672.22

2017-2018 904581.00


1 2 3

e. Listings on Stock Exchanges:

BSE Limited Phiroze Jeejeebhoy Towers

Dalal Street, Fort,

Mumbai 400 001

Website : www.bseindia.com

National Stock Exchange of India Limited Exchange Plaza

Plot No. C/1, G Block,

Bandra-Kurla Complex,

Bandra (East), Mumbai 400 051

Website : www.nseindia.com

f. Stock Codes

BSE Limited 535467

National Stock Exchange of

India LimitedAIFL

ISIN for Equity Shares INE428O01016

The Company has paid the requisite annual listing

fees to both Stock Exchanges for the financial

year 2017-18.

g. Market Information

Market Price Data: High, Low during each month

and trading volumes of the Company’s Equity

Shares during the last financial year at BSE and

NSE are given below:

MonthBSE NSE

High Low Volume High Low Volume

April 2017 435.00 354.20 19,56,759 436.90 349.00 29,48,874

May 2017 433.95 389.70 14,53,638 439.00 391.50 19,37,220

June 2017 432.50 382.20 9,51,375 434.00 381.90 14,79,473

July 2017 418.85 393.20 13,16,389 475.00 391.10 17,23,767

August 2017 409.90 382.25 16,39,357 408.90 388.50 24,88,444

September 2017 522.80 386.00 13,31,725 523.00 389.85 24,40,157

October 2017 508.00 468.20 7,24,386 507.00 470.05 13,73,745

November 2017 568.95 468.00 7,31,207 570.00 468.10 23,03,848

December 2017 533.95 443.40 9,70,905 530.00 447.15 21,30,418

January 2018 483.90 441.20 7,31,138 483.00 441.25 34,41,764

February 2018 505.00 410.00 10,02,192 505.50 441.00 50,54,323

March 2018 485.90 440.10 10,99,258 487.00 441.10 50,17,148

h. Performance in comparison to broad-based indices such as BSE index , NSE Nifty etc.

BSE SENSEX vs. AIFL SHARE PRICE (INDEXED)

Statutory Reports


NSE NIFTY VS. AIFL SHARE PRICE (INDEXED)

I. Share Transfer System The Board has delegated the authority for

approving the transfer, transmission, etc. of the

Company’s Equity Shares to the Stakeholders

Relationship Committee comprising of Mr.

Ramakant Nayak, Chairman, Mrs. Anupama

Sharma and Mr. Harshad Thakkar as its Members.

The share certificates in physical form are

generally processed and returned within 15 days

from the date of receipt, if the documents are

clear in all respects. In case of shares in electronic

form, the transfers are processed by NSDL/CDSL

through respective Depository Participants. The

Company obtains from the Company Secretaries

in Practice half yearly certificate/s of compliance

about the share transfer formalities and file copies

of the certificates with the Stock Exchange.

J. Shares Under Lock-in In accordance with SEBI Guidelines,

Company converted 05 convertible

warrants aggregate values is

` 16,25,00,000/- into 4,00,226 equity shares of `

10 each fully paid up with ` 396.02/- per share

to Bennett Coleman & Co. Limited are subject

to Lock-in shares as per ICDR Regulations and

listing to BSE and NSE as on March 31, 2018. In

accordance with SEBI Guidelines, Company

issued 04 convertible warrants which aggregate

values is ` 10, 80, 00,000/- to HT Media Limited

are subject to lock-in according to SEBI (ICDR),

Regulations 2009. Warrants are issued by the

Company through Private placement are subject

to Lock-in period of any time after 16th month

from the date of allotment of the Warrants but

on or before the expiry of 18th month from date

of allotment of warrants.

k. Distribution of Shareholding as on March 31, 2018

No. of Share (Range)

No. of ShareholdersPercentage of Total

ShareholdersTotal No. of Shares

Percentage of Total Capital

001-500 3496 71.7128 373083 1.4798

501-1000 693 14.2154 466364 1.8498

1001-2000 280 5.7436 403126 1.5990

2001-3000 101 2.0718 261517 1.0373

3001-4000 47 0.9641 167501 0.6644

4001-5000 45 0.9231 204852 0.8125

5001-10000 78 1.6 578160 2.2932

10001 to above 135 2.7692 22756803 90.2639

Totals 4875 100 25211406 100


1 2 3

l. Shareholding Pattern (Category Wise) as on March 31, 2018

Sr. No

Category No. of Shareholders No. of shares heldPercentage of total

holding

1. Promoter and Promoter Group 6 14394408 57.09

2. Mutual funds 1 1276851 5.06

3. Foreign Portfolio Investors 3 356765 1.42

4. Financial Institution / Banks 3 91561 0.36

5. Non Institution 4085 5161167 20.47

6. HUF 203 373360 1.48

7. NRI 162 165603 0.66

8. Clearing Members 73 241364 0.96

9. Bodies Corporates 155 2750101 10.91

10. Overseas Corporate Bodies 1 400226 1.59

TOTAL : 4692 25211406 100

m. Dematerialization of shares and liquidity: As on March 31, 2018, 99.87% of the Company’s

shares were held in dematerialized form (NSDL: 29.53% and CDSL: 70.34%). The Company has entered into agreement with National Securities Depository Service Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders a have an option to dematerialize their shares with either of the depositories.

n. Reconciliation of Share Capital Audit Reconciliation of share capital and audit report

reconcile the total admitted equity share capital with the National Securities Depository Service Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital was carried out on a quarterly basis in accordance with the Regulation 55A of SEBI (Depositories and Participants) Regulation, 1996. M/s JDNG and Associates and M/s Bagaria & Co. LLP, Chartered Accountants have been appointed by the Company to conduct such audit. The Reconciliation of Share Capital Audit reports which have been submitted to the Stock Exchanges within the stipulated period, inter-alia confirms that the equity shares of the Company held in dematerialized form and physical form tally with the issued and paid-up equity capital of the Company.

o. Outstanding GDRs/ADRs/Warrants/Convertible instruments and their impact on equity

Company has issued (4) convertible warrants at a price as determined by Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 were issued to HT Media Limited by the Company through Postal Ballot dated August 27, 2017. These warrants are

exercisable for equity shares of the Company having a face value of `10 each aggregating to ` 2,70,00,000 (Rupees Two Crores Seventy Lakhs Only), any time after 16th month from the date of allotment of the Warrants but on or before the expiry of 18th month.

The Company does not have any outstanding GDRs/ADRs.

p. Commodity price risk and Commodity hedging activities

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods. The Company pro-actively manages its risk through forward booking Inventory management and proactive vendor development practices. The Company’s reputation for quality, products differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

q. OTHER DISCLOSURES

i. Related Party Transaction Pursuit to the Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors have adopted the ‘Related Party Transaction Policy’. The said policy is available on the Company’s Website at https://www.ashapurafashion.com/investor/Policy%20on%20Related%20Party%20Transaction.pdf

ii. Whistle Blower Policy/Vigil Mechanism Pursuant to Section 177(9) and (10) of the

Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure

Statutory Reports


Requirements) Regulations, 2015 the board of Directors of the Company has adopted Whistle Blower Policy wherein employees can report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and ethics. It also provide for adequate safeguards against the victimization of employees who avail of the whistle blower mechanism and allow direct access to the chairperson of the audit committee. None of the personnel of the Company has been denied access to the Audit Committee. The Audit Committee reviews periodically the functioning of Whistle Blower Mechanism.

iii. Non compliances/Strictures/ Penalties Imposed

During the last three years, there were no penalties or strictures imposed on the Company by SEBI, Stock Exchange or any statutory authority on any matter related to capital market. There has not been any non-compliance by the Company.

iv. Disclosure of Accounting Treatment: The Company has followed the Accounting

Standards referred to in Section 133 of the Companies Act, 2013 and Rules made thereunder while preparing the Financial Statements. The significant accounting policies which are consistently applied are set out in the notes to the Financial Statements.

v. Code of Conduct: The board has formulated a code of

conduct for the board members and senior management personnel of the Company. The Directors and senior management of the Company have affirmed their adherence to this code of conduct for the year 2017-18 and

the same is reflected on the website of the Company at https://www.ashapurafashion.com/investor/Code%20of%20Director%20and%20Sen io r%20Management%20Personnel.pdf

vi. Policy on Insider Trading: The Company has adopted a Code of

Conduct for prevention of Insider Trading with a view to regulate trading in securities by Directors and promoters of the Company. The Company has formulated a code of practice and procedures for Fair Disclosure of Unpublished Price Sensitive Information. The Company will adhere to each of the principles set out in schedule A of SEBI (PIT) Regulation, 2015. The said Code of Fair Disclosure and Conduct is available on the Company Website https://www.ashapurafashion.com/investor/Code%20of%20Conduct%20for%20Insider%20Trading.pdf

vii. Risk Management Business risk evaluation and Management

is an ongoing process within the Company. The board examines the same periodically.

viii. Details of compliance with mandatory requirement

The Board of Directors periodically reviewed the compliance of all applicable laws and steps taken by the Company to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of listing regulations. The Company has submitted quarterly compliance report on Corporate Governance with Stock Exchanges, in accordance with the requirements of Regulation 27(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

ix. Address for Correspondence:

Compliance Officer Link Intime India Private Limited (Registrar and Share Transfer Agents)

Correspondence with the Company

Ms. Bhoomi Mewada

Company Secretary

Phone: 022 24331552/53

email: grievanceredressal@

ashapuraintimates.com

C 101, 247 Park, Lal Bahadur

Shastri Marg, Chandan Nagar,

Vikhroli West, Mumbai- 400083

Tel: (022) 25963838

Fax: (022) 25956969

E-mail: rnt.helpdesk@linkintime.

co.in www.linkintimeindia.com


Shop No. 3-4, Ground Floor, Pacific

Plaza, Plot No.507, TPS IV, Off B. S.

Road, Mahim Division, Dadar West,

Mumbai- 400 028.

Phone: 022 24331552/53

E-mail: [email protected]


1 2 3

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - CERTIFICATIONTo

The Board of Directors,


As required under the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

(Listing Regulations) read with Schedule II part B of the Listing Regulations, we hereby certify that;

(A) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge

and belief;

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

(B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or in violation of the Company’s code of conduct.

(C) All the members of the Board of Directors and Management Committee have confirmed compliance with the Code

of Conduct as adopted by the Company.

(D) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have

evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have

disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls,

if any, of which we are aware and the steps taken or proposed to take to rectify these deficiencies; and

(E) We have indicated to the auditors and the Audit Committee;

1. Significant changes in internal control over financial reporting during the year;

2. Significant changes in accounting policies during the year and that the same have been disclosed in the notes

to the financial statements; and

3. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company’s internal control system over financial

reporting.

For Ashapura Intimates Fashion Limited

Place : Mumbai (Mr. Mohit Shah) (Mr. Anurag Gangwal)

Date : August 13, 2018 (CEO) (CFO)

Statutory Reports


DECLARATION OF CHIEF EXECUTIVE OFFICERPursuant to provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, I Mohit Shah, Chief Executive Officer of Ashapura Intimates Fashion Limited, hereby declare that all the

Members and Senior Executives of the Company have affirmed their compliance with the Code of Conduct and Ethics

during the financial year 2017 – 18.

Mohit ShahChief Executive Officer

Place : Mumbai

Date : August 13, 2018

AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCEIndependent Auditor’s Certificate on Compliance with the Corporate

Governance requirements under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015

To,

The Members of


We have examined the compliance of the conditions of Corporate Governance procedures implemented by Ashapura

Intimates Fashion Limited (the ‘’Company’’), for the year ended on March 31, 2018, as per Regulations 17 to 27, clauses (b)

to (i) of Regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination

has been limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring

compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations

made by the Directors and Management, we certify that the Company has compiled with the conditions of Corporate

Governance as stipulated in the provisions as specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and

paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as applicable.

We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficiency

or effectiveness with which the Management has conducted the affairs of the Company.

For Jaiprakash R. Singh & AssociatesCompany Secretaries

(Proprietor)

M. No. : 7391

CP. No. 4412


1 2 3

TO THE MEMBERS OF


Report on the Ind AS Financial StatementsWe have audited the accompanying Ind AS financial

statements of ASHAPURA INTIMATES FASHION LIMITED

(“the Company”), which comprise the Balance Sheet as

at March 31, 2018 and the Statement of Profit and Loss

(including Other Comprehensive Income), the Statement

of Cash Flows, the Statement of Changes in Equity for

the year then ended, and a summary of the significant

accounting policies and other explanatory information

(hereinafter referred to as “ Ind AS Financial Statements”).

Management’s Responsibility for the Ind AS Financial

StatementsThe Company’s Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of the Ind

AS financial statements that give a true and fair view of the

state of affairs (financial position), profit or loss (financial

performance including other comprehensive income), cash

flows and changes in equity of the Company in accordance

with the accounting principles generally accepted in

India, including the Indian Accounting Standards (Ind AS)

prescribed under Section 133 of the Act and relevant rules

thereunder.

This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions

of the Act for safeguarding the assets of the Company

and for preventing and detecting frauds and other

irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that

are reasonable and prudent; and design, implementation

and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to

the preparation and presentation of the Ind AS financial

statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these Ind AS

financial statements based on our audit.

We have taken into account the provisions of the Act, the

accounting and auditing standards and matters which

are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements

in accordance with the Standards on Auditing specified

under Section 143 (10) of the Act. Those Standards require

that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about

whether the Ind AS financial statements are free from

material misstatement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the Ind

AS financial statements. The procedures selected depend

on the Auditors’ judgment, including the assessment of

the risks of material misstatement of the Ind AS financial

statements, whether due to fraud or error. In making those

risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the Ind

AS financial statements that give a true and fair view in

order to design audit procedures that are appropriate in

the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the

Company’s Directors, as well as evaluating the overall

presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the Ind AS financial statements.

OpinionIn our opinion and to the best of our information and

according to the explanations given to us, the aforesaid Ind

AS financial statements give the information required by

the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally

accepted in India, including the Ind AS, of the state of

affairs (financial position) of the Company as at March 31,

2018 and its profit (financial performance including other

comprehensive income), its cash flows and the changes in

equity for the year ended on that date.

Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditors’ Report) Order,

2016 (“the Order”) issued by the Central Government of

India in terms of Section 143(11) of the Act, we give in the

“Annexure A” a statement on the matters specified in

paragraph 3 and 4 of the Order.

Independent Auditors’ Report

Financial Statements


As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required

by law have been kept by the Company so far as it

appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and

Loss (Including Other Comprehensive Income),

the Statement of Cash Flows and the Statement of

Changes in Equity dealt with by this Report are in

agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements

comply with the Ind AS prescribed under Section 133

of the Act.

(e) On the basis of the written representations received

from the Directors as on March 31, 2018 and taken

on record by the Board of Directors, none of the

Directors is disqualified as on March 31, 2018 from

being appointed as a Director in terms of Section 164

(2) of the Act.

(f) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and

the operating effectiveness of such controls, refer

to our separate Report in “Annexure B”. Our report

expresses an unmodified opinion on the adequacy

and operating effectiveness of the Company’s internal

financial controls over financial reporting.

(g) With respect to other matter to be included in the

Auditor’s Report in accordance with the Rule 11 of

the Companies (Audit and Auditors ) Rules, 2014, in

our opinion and to the best of our information and

according to the explanations given to us:

i. The Company does not have pending litigations

which would impact its financial position.

ii. The Company did not have any long-term

contracts including derivative contracts for which

there were any material foreseeable losses.

iii. There has been no delay in transferring amounts,

required to be transferred, to the Investor

Education and Protection Fund by the Company.

For Bagaria & Co. LLP Chartered Accountants

Firm Registration No:

113447W/W-100019

Place : Mumbai

Date : May 29, 2018

Vinay Somani Partner

Membership No: 143503


1 2 3

ANNEXURE REFERRED TO IN PARAGRAPH “REPORT ON

OTHER LEGAL AND REGULATORY REQUIREMENTS” OF

OUR REPORT OF EVEN DATE TO THE MEMBERS OF THE

ASHAPURA INTIMATES FASHION LIMITED ON IND AS

FINANCIAL STATEMENTS

On the basis of such checks as we considered appropriate

and according to the information and explanations given to

us during the course of our audit, we state that:

i) a) The Company has maintained proper records

showing full particulars, including quantitative

details and situation of fixed assets.

b) According to the information and explanations

given to us, the fixed assets have been physically

verified by the management at the year end,

which in our opinion, is reasonable considering

the size of the Company and nature of its fixed

assets. As explained, no material discrepancies

were noticed on such verification.

c) According to the information and explanations

given to us and on the basis of our examination

of the records of the Company, the title deeds of

immovable properties are held in the name of the

Company.

ii) According to the information and explanations given

to us, the inventories have been physically verified

during the year by the management at reasonable

intervals and no material discrepancies were noticed

on such verification.

iii) According to the information and explanations given

to us, the Company has not granted any loans, secured

or unsecured, to Companies, firms, Limited Liability

Partnerships or other parties covered in the register

maintained under section 189 of the Act. Accordingly,

the provisions of clause 3(iii) of the Order are not

applicable to the Company.

iv) In our opinion and according to the information and

explanations given to us, the Company has not entered

into any transactions referred in section 185 of the Act.

The Company has complied with the provisions of 186 of

the Act with respect to the loans and investments made.

v) No deposits within the meaning of directives issued by

RBI (Reserve Bank of India) and Sections 73 to 76 or any

other relevant provisions of the Act and rules framed

thereunder have been accepted by the Company.

vi) We have broadly reviewed the books of account

maintained by the Company pursuant to the rules

made by the Central Government of India, regarding

the maintenance of cost records under sub-section

(1) of Section 148 of the Act and are of the opinion

that prima facie, the prescribed accounts and records

have been maintained. We have, however, not made

a detailed examination of the records with a view to

determine whether they are accurate or complete.

vii) a) According to the information and explanations

given to us and on the basis of our examination of

the records, the Company is generally regular in

depositing undisputed statutory dues including

Provident Fund, Employees’ State Insurance,

Income Tax, Sales Tax, Service Tax, Duty of

Customs, Duty of Excise, Value Added Tax, Cess,

Goods and Service taxes and other material

statutory dues applicable to the Company with

the appropriate authorities. No undisputed

amounts in respect of the aforesaid statutory

dues were outstanding as at the last day of

the financial year for a period of more than six

months from the date they became payable.

b) According to the information and explanations

given to us and on the basis of our examination

of the records of the Company, there are no

dues of Income Tax, Sales Tax, Service tax, Duty

of Customs, Duty of Excise and Value Add Tax

which have not been deposited on account of

any dispute except the following:

Assessment Year

Nature of Dues

Amount in `

Forum where the dispute is

pending

2013-14 Tax

Deducted

at Source

11.12

Lakhs

The

Commissioner

of Income Tax

(TDS)

viii) In our opinion and according to the information and

explanations given to us, during the year, the Company

has not defaulted in repayment of loans or borrowings

to financial institutions, banks and dues to debenture

holdrs.

ix) The Company has not raised any money by way of

initial public offer or further public offer (including

debt instruments) during the year and has taken term

loans which were applied for the purpose for which

the loans were obtained.

ANNEXURE “A”



x) According to the information and explanations given

to us, no fraud by the Company or on the Company by

its officers or employees has been noticed or reported

during the course of our audit.

xi) According to the information and explanations given

to us and based on the examination of the records,

the Company has paid/provided for managerial

remuneration in accordance with the requisite

approvals mandated by the provisions of Section 197

read with Schedule V to the Act.

xii) The provisions of Nidhi Company are not applicable

to the Company. Therefore, Para 3 (xii) of the Order is

not applicable to the Company.

xiii) According to the information and explanations given

to us, the provision of Section 177 and 188 of Act, to the

extent applicable, in respect of transactions with the

related parties have been complied by the Company

and the details have been disclosed in the Ind AS

Financial Statements as required by the applicable

Indian Accounting Standards (Ind AS)

xiv) Based upon the audit procedures performed and

the information and explanations given by the

management, the Company has made Preferential

allotment of equity shares against convertible share

warrants during the year under review, the Company

has also issued convertible preferential warrants

during the year and the funds so raised were applied

for the purpose for which they have been raised.

xv) According to the information and explanations given

to us, during the year, the Company has not entered

into any non-cash transactions with Directors or

persons connected with him under Section 192 of the

Act.

xvi) The Company is not required to be registered under

Section 45 IA of the Reserve Bank of India Act, 1934

ANNEXURE “B”

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act,

2013 (“the Act”)

We have audited the internal financial controls over financial

reporting of ASHAPURA INTIMATES FASHION LIMITED (“the Company”) as of March 31, 2018 in conjunction

with our audit of the Ind AS Financial Statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial

Controls

The Company’s management is responsible for establishing

and maintaining internal financial controls based on the

internal control over financial reporting criteria established

by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued

by the Institute of Chartered Accountants of India (“ICAI”).

These responsibilities include the design, implementation

and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly

and efficient conduct of its business, including adherence

to Company’s policies, the safeguarding of its assets,

the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and

the timely preparation of reliable financial information, as

required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s

internal financial controls over financial reporting based

on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the “Guidance Note”) and the



113447W/W-100019

Place : Mumbai

Date : May 29, 2018




1 2 3

Standards on Auditing issued by ICAI and deemed to be

prescribed under Section 143(10) of the Act, to the extent

applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and,

both issued by the ICAI. Those Standards and the Guidance

Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance

about whether adequate internal financial controls over

financial reporting was established and maintained and if

such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial

controls system over financial reporting and their operating

effectiveness. Our audit of internal financial controls over

financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing

the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures

selected depend on the Auditors’ judgment, including the

assessment of the risks of material misstatement of the Ind

AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system

over financial reporting.

Meaning of Internal Financial Controls over Financial

Reporting

A Company’s internal financial control over financial

reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting

and the preparation of financial statements for external

purposes in accordance with generally accepted

accounting principles. A Company’s internal financial

control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial

statements in accordance with generally accepted

accounting principles, and that receipts and expenditures

of the Company are being made only in accordance

with authorisations of management and Directors of the

Company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition,

use, or disposition of the Company’s assets that could have

a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over

Financial Reporting

Because of the inherent limitations of internal financial

controls over financial reporting, including the possibility

of collusion or improper management override of controls,

material misstatements due to error or fraud may occur

and not be detected. Also, projections of any evaluation

of the internal financial controls over financial reporting

to future periods are subject to the risk that the internal

financial control over financial reporting may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, the Company has, in all material respects,

an adequate internal financial controls system over

financial reporting and such internal financial controls

over financial reporting were operating effectively as at

March 31, 2018, based on the internal control over financial

reporting criteria established by the Company considering

the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered

Accountants of India



113447W/W-100019

Place : Mumbai

Date : May 29, 2018





(` in lakhs)Note No. March 31, 2018 March 31, 2017 April 01, 2016

I ASSETSNon-current assets (a) Property, plant and equipment 1 1,761.58 2,000.37 2,154.46 (b) Financial assets (i) Other financial assets 2 954.44 358.16 1,924.76 (c) Deferred Tax Assets (Net) 17.98 29.32 26.40 (d) Other non-current assets 3 2,418.52 1,318.47 636.24 Total non-current assets 5,152.51 3,706.32 4,741.86 Current assets (a) Inventories 4 9,500.58 9,288.41 8,621.02 (b) Financial assets (i) Trade receivables 5 14,117.81 9,975.04 8,201.08 (ii) Cash and cash equivalents 6 59.16 26.06 21.90 (iii) Other bank balances 7 1.17 (iv) Loans 8 19.26 32.17 14.67 (v) Other current financial assets 9 - 17.04 7.20 (c) Other current assets 10 5,918.05 6,606.46 2,219.84 Total current assets 29,616.03 25,945.17 19,085.72 Total assets 34,768.54 29,651.50 23,827.58

II EQUITY AND LIABILITIESEquity (a) Equity share capital 11 2,521.14 2,481.12 2,481.12 (b) Other equity 19,735.62 12,193.49 10,057.67 Total equity 22,256.76 14,674.61 12,538.79 LiabilitiesNon-current liabilities (a) Financial liabilities Borrowings 12 109.30 4,210.62 2,539.88 (b) Provisions 13 38.87 - - (c) Non Current Liabilities 14 318.92 488.07 568.14 Total non-current liabilities 467.08 4,698.70 3,108.02 Current liabilities (a) Financial liabilities (i) Borrowings 15 6,611.23 6,723.15 5,422.22 (ii) Trade payables 16 793.22 2,067.80 1,599.36 (iii) Other financial liabilities 17 2,760.91 330.29 327.60 (b) Other current liabilities 18 267.63 150.59 75.48 (c) Provisions 19 1,611.70 1,006.35 756.11 Total current liabilities 12,044.69 10,278.19 8,180.77 Total equity and liabilities 34,768.54 29,651.50 23,827.58

Significant accounting policies ASee accompanying notes to the financial statements B (1 - 38)

Standalone Balance Sheet as at March 31, 2018

As per our attached report of even date For and on behalf of the Board of Directors

For Bagaria & Co. LLPChartered AccountantsFirm Registration No. - 113447W/W-100019 Harshad Thakkar

Managing DirectorDIN: 01869173

Dinesh SodhaDirectorDIN: 02836240Vinay Somani

PartnerMembership No. 143503

Bhoomi MewadaCompany SecretaryMembership No. ACS 34561

Anurag GangwalChief Financial Officer

Place: Mumbai Place: Mumbai Date: May 29, 2018 Date: May 29, 2018


1 2 3

STANDALONE STATEMENT OF PROFIT & LOSS as at March 31, 2018

(` in lakhs)

Particulars Note No.Year Ended

March 31, 2018Year Ended

March 31, 2017

I Revenue from operations 20 34,357.21 30,951.85

II Other income 21 4,069.99 -

III Total revenue ( I + II) 38,427.20 30,951.85

IV Expenses

Cost of materials consumed 22 7,738.05 11,907.88

Purchase of Traded Goods 14,616.31 11,058.56

Excise duty 5.54 49.25

Changes in inventories of finished goods and work-in-progress 23 478.85 (751.31)

Employee benefits expense 24 1,061.45 909.06

Finance costs 25 1,837.68 1,473.51

Depreciation and amortization expense 1 306.81 350.10

Other expenses 26 4,612.10 2,835.19

Total expenses 30,656.79 27,832.24

V Profit before tax ( III - IV) 7,770.40 3,119.61

VI Tax expenses 34

Current tax 1,644.15 1,071.01

Excess/Short Provision relating to earlier years 102.45 (62.43)

Deferred tax 11.34 (2.92)

Mat Credit Entitlement (206.99) -

Total Tax Expenses 1,550.95 1,005.67

VII Profit for the year 6,219.46 2,113.95

VIII Other comprehensive income

(i) Items that will not be reclassified to profit or loss

(ii) Income tax relating to items that will not be reclassified to

profit or loss

(iii) Items that will be reclassified to profit or loss

(iv) Income tax on items that will be reclassified to profit or loss

IX Total comprehensive income for the year 6,219.46 2,113.95

Earnings per equity share of ` 10 each (Basic and Diluted) 30 29.31 10.86

Earnings per equity share of ` 10 each (Basic and Diluted) 30 24.56 8.38

Significant accounting policies A

See accompanying notes to the financial statements B (1 - 38)











STATEMENT OF STANDALONE CASH FLOW as at March 31, 2018

(` in lakhs)

Particulars Year Ended

March 31, 2018 Year Ended

March 31, 2017A Cash flow from operating activities:

Net profit before tax 7,770.40 3,119.61 Adjustment to reconcile profit before tax to net cash flowsDepreciation & amortizaion Expense 306.81 350.10 Finance Charges 1,837.68 1,473.51 Interest Received (42.83) (43.99)Provision for CSR (Net) - 18.12 (Profit)/Loss on Sale of property, plant and equipment (net) 1.32 1.00 Remeasurements of defined benefit plans - - Operating profit before working capital changes 9,873.39 4,918.35 Adjustment for(Increase)Decrease in Trade and other receivable (4,476.70) (6,475.83)(Increase)Decrease in Inventories (212.17) (667.40)(Decrease)Increase in Trade and other payables (1,007.28) (631.74)Cash generated from operations 4,177.24 (2,856.62)Direct taxes paid (net) 1,431.47 339.72 Net cash generated from operating activities 5,608.71 (2,516.90)

B Cash generated from investing activitiesPurchase of property, plant and equipment (71.63) (213.56)Proceeds from sale of property, plant and equipment 2.36 16.65 Purchase of investments (net) - - (Increase)/decrease in inter- corporate deposits - - Interest received 42.83 43.99 Net cash flow (used in) from investing activities (26.45) (152.92)

C Cash generated from financing activitiesProceeds from Issue of Shares/Share Application Money. 1,488.75 - Proceeds/(repayment) from long-term borrowings (net) (4,316.97) 1,674.21 Proceeds/(repayment) from short-term borrowings (net) (111.93) 1,300.93 Dividend paid (including corporate dividend tax) (126.06) - Finance Charges Paid (1,837.68) (1,473.51)Cash generated from financing activities (4,903.89) 1,501.63

D Net Increase/ Decrease in cash and cash equivalent (A+B+C) 678.37 (1,168.19)Cash and Cash equivalentsAt the beginning of the year 189.17 1,357.36 At the end of the year 867.54 189.17 Notes:-The above cash flow statement has been prepared by using indirect method as per Indian Accounting Standard (Ind AS) 7 - Statement of Cash Flows.

Significant accounting policies ASee accompanying notes to the financial statements B (1 - 38)










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28

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No

. 14

35

03

Bh

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Mem

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No

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45

61

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Pla

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um

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Date

: M

ay 2

9, 2

018

Date

: M

ay 2

9, 2

018


1 2 3

NOTES OF THE FINANCIAL STATEMENTS for the year ended March 31, 2018

CORPORATE OVERVIEW:Ashapura Intimates Fashion Limited (“the Company”) is

a public Company domiciled in India and is incorporated

under the provision of the Companies Act applicable in

India. Its shares are listed on Bombay Stock Exchange

(BSE) and National Stock Exchange (NSE) of India.

The registered office of the Company is located at Shop No.

3-4, Ground Floor, Pacific Plaza, Plot No. 507, TPS IV, Off B.

S. Road, Mahim Division, Dadar West, Mumbai- 400028

The Company is engaged in the Designing, Manufacturing,

Branding, Marketing, Exporting & Retailing of all kinds of

Intimate wears.

A. SIGNIFICANT ACCOUNTING POLICIES AND

NOTES FORMING PART OF THE FINANCIAL

STATEMENTS FOR THE YEAR ENDED MARCH 31,

2018.

a) Basis of Preparation of Financial Statements: These standalone financial statements have

been prepared in accordance with the Indian

Accounting Standards (hereinafter referred to as

the ‘Ind AS’) as notified by Ministry of Corporate

Affairs pursuant to section 133 of the Companies

Act, 2013 (‘the Act’) read with rule 4 of the

Companies (Indian Accounting standards) Rules,

2015 and other related provisions of the Act. The

figures for the previous year ended March 31, 2017

and opening balance sheet as on April 01, 2016

have also been reinstated by the management as

per the requirements of Ind AS.

These financial statements are the first financial

statements of the Company under Ind AS. Refer

note 31 for an explanation of how the transition

from previous GAAP to Ind AS has affected

the Company’s financial position, financial

performance and cash flows.

The accounting policies are applied consistently

to all the periods presented in the financial

statements, including the preparation of the

opening Ind AS Balance Sheet as at April 1, 2016

being the date of transition to Ind AS.

The financial statements of the Company are

prepared on the accrual basis of accounting and

Historical cost convention except for the following

material items that have been measured at fair

value as required by the relevant Ind AS:

i) Certain financial assets and liabilities are

measured at Fair value (refer note no. 32

financial instruments)

ii) Defined benefit employee plan (refer note

no. 30)

All assets and liabilities have been classified

as current or non current as per the

Company’s normal operating cycle and

other criteria set out in the Schedule III to the

Companies Act, 2013. Based on the nature of

products and the time between acquisition

of assets for processing and their realisation

in cash and cash equivalents, the Company

has ascertained its operating cycle as 12

months for the purpose of current or non-

current classification of assets and liabilities.

b) Uses of Estimates and Judgments:

The preparation of the financial statements

requires the Management to make, judgments,

estimates and assumptions that affect the

reported amounts of assets and liabilities,

disclosure of contingent liabilities as at the date

of the financial statements and the reported

amounts of revenue and expenses during the

reporting period. The recognition, measurement,

classification or disclosure of an item or

information in the financial statements is made

relying on these estimates.

The estimates and judgements used in the

preparation of the financial statements are

continuously evaluated by the Company and are

based on historical experience and various other

assumptions and factors (including expectations

of future events) that the Company believes to

be reasonable under the existing circumstances.

Actual results may differ from those estimates.

Any revision to accounting estimates is recognised

prospectively in current and future periods.

Critical Accounting Judgements and Key Source

of Estimation Uncertainty

The Company is required to make judgements,



estimates and assumptions about the carrying

amount of assets and liabilities that are not readily

apparent from other sources. The estimates and

associated assumptions are based on historical

experience and other factors that are considered

to be relevant. Actual results may differ from

these estimates.

The estimates and underlying assumptions

are reviewed on an on-going basis. Revisions

to accounting estimates are recognised in the

period in which the estimate is revised if the

revision affects only that period, or in the period

of the revision and future period, if the revision

affects current and future periods.

(a) Depreciation/Amortisation and Useful Lives of Property Plant and Equipment/ Intangible Assets

Property, plant and equipment are

depreciated/amortised over their estimated

useful lives, after taking into account

estimated residual value. Management

reviews the estimated useful lives and

residual values of the assets annually in order

to determine the amount of depreciation/

amortisation to be recorded during any

reporting period. The useful lives and residual

values are based on the Company’s historical

experience with similar assets and take into

account anticipated technological changes.

The depreciation/amortisation for future

periods is revised if there are significant

changes from previous estimates.

(b) Provisions and Liabilities Provisions and liabilities are recognized

in the period when it becomes probable

that there will be a future outflow of funds

resulting from past operations or events

that can reasonably be estimated. The

timing of recognition requires application

of judgement to existing facts and

circumstances which may be subject to

change. The amounts are determined by

discounting the expected future cash flows

at a pre-tax rate that reflects current market

assessments of the time value of money and

the risks specific to the liability.

(c) Contingencies In the normal course of business, contingent

liabilities may arise from litigation and other

claims against the Company. Potential

liabilities that are possible but not probable

of crystallising or are very difficult to quantify

reliably are treated as contingent liabilities.

Such liabilities are disclosed in the notes but

are not recognized.

(d) Measurement of Defined Benefit Obligations

The present value of the defined benefit

obligations depends on a number of factors

that are determined on an actuarial basis.

The assumptions used in determining the net

interest cost/(income) for defined benefit

plans include the discount rate. Any changes

in these assumptions will impact the carrying

amount of defined benefit obligations.

c) Property, Plant and Equipment:

All items of property, plant and equipment are

measured at historical cost less accumulated

depreciation and impairment losses, if any. Costs

include freight, import duties, non-refundable

purchase taxes and other expenses directly

attributable to the acquisition of the asset.

Subsequent costs are included in the asset’s

carrying amount or recognised as a separate

asset, as appropriate, only when it is probable

that future economic benefits associated with

the item will flow to the Company and the cost of

the item can be measured reliably. The carrying

amount of any component accounted for as a

separate asset is derecognised when replaced. All

other repairs and maintenance are charged to the

Statement of Profit and Loss during the reporting

period in which they are incurred.

The Company assesses at each Balance Sheet

date whether there is any indication that any

asset may be impaired. If any, such indication

exists, the carrying value of such asset is reduced

to its recoverable amount and the impairment

loss is charged to profit and loss account. If at the

balance Sheet date there is any deduction that

a previously assessed impairment loss no longer

exists, then such loss is reversed and the asset is

restated to that effect.


1 2 3

Depreciation / Amortisation Methods, Estimated Useful Lives and Residual Value

Depreciation is provided on a Diminishing Balance

Method, over the estimated useful lives of assets.

The Company depreciates its property, plant

and equipment over the useful life in the manner

prescribed in Schedule II of the Companies Act,

2013 and management believe that useful lives of

assets are same as those prescribed in Schedule

II of the Companies Act, 2013.

Gains and losses on disposals are determined

by comparing proceeds with carrying amount.

These are included in the Statement of Profit and

Loss.

d) Cash and Cash Equivalents:

Cash and cash equivalents comprise cash in hand

and deposits which are readily convertible to

known amounts of cash and which are subject to

insignificant risk of changes in value and have an

original maturity of three months or less, including

money market deposits, commercial paper and

investments. Bank overdrafts are shown within

borrowings in current liabilities in the balance

sheet.

e) Inventories:

Inventories of Raw Materials, Work-in-Progress,

Stores and spares and Finished Goods are stated

‘at cost or net realisable value, whichever is lower’.

Cost comprise all cost of purchase, cost of

conversion and other costs incurred in bringing

the inventories to their present location and

condition. The excise duty in respect of closing

inventory of finished goods is included as part of

finished goods. Cost formula used is ‘Weighted

Average cost’. Due allowance is estimated and

made for defective and obsolete items, wherever

necessary, based on the past experience of the

Company.

f) Financial Instruments:

Financial Assets - Initial Recognition

Financial assets are recognised when the

Company becomes a party to the contractual

provisions of the instruments. Financial assets

other than trade receivables are initially

recognised at fair value plus transaction costs for

all financial assets not carried at fair value through

profit or loss. Financial assets carried at fair value

through profit or loss are initially recognised at

fair value, and transaction costs are expensed in

the statement of profit and loss.

Subsequent Measurement

Financial assets are subsequently measured

at amortised cost, fair value through other

comprehensive income or fair value through

profit or loss on the basis of both

(a) the entity’s business model for managing

the financial assets and

(b) the contractual cash flow characteristics of

the financial asset.

(i) Measured at Amortised Cost:

Financial assets are subsequently measured

at amortised cost, if these financial assets

are held within a business module whose

objective is to hold these assets in order

to collect contractual cash flows and the

contractual terms of the financial asset give

rise on specified date to cash flows that are

solely payments of principal and interest on

the principal amount outstanding.

(ii) Measured at Fair Value Through Other

Comprehensive Income (FVTOCI):

Financial assets are measured at FVTOCI,

if these financial assets are held within a

business model whose objective is achieved

by both collecting contractual cash flows

that give rise on specified dates to solely

payments of principal and interest on the

principal amount outstanding and by selling

financial assets.

(iii) Measured at Fair Value Through Profit or Loss (FVTPL):

Financial assets other than equity

instrument are measured at FVTPL unless it

is measured at amortised cost or at FVTOCI

on initial recognition. Such financial assets

are measured at fair value with all changes

in fair value, including interest income and

dividend income if any, recognised in the

Statement of Profit and Loss.



Equity Instruments

The Company subsequently measures all

equity investments at fair value. Where the

Company’s management has elected to

present fair value gains and losses on equity

investments in other comprehensive income,

there is no subsequent reclassification of

fair value gains and losses to the Statement

of Profit and Loss. Dividends from such

investments are recognised in the Statement

of Profit and Loss as other income when

the Company’s right to receive payments is

established.”

Impairment

The Company assesses on a forward

looking basis the expected credit losses

associated with its financial assets carried

at amortised cost and FVTOCI debt

instruments. The impairment methodology

applied depends on whether there has

been a significant increase in credit risk.

For trade receivables only, the Company

applies the simplified approach permitted

by Ind AS 109 Financial Instruments, which

requires expected lifetime losses to be

recognised from initial recognition of the

receivables. The impairment losses and

reversals are recognised in Statement of

Profit and Loss.

De-recognition

The Company derecognises a financial asset

when the contractual rights to the cash

flows from the financial asset expire, or it

transfers rights to receive cash flows from

an asset, it evaluates if and to what extent

it has retained the risks and rewards of

ownership. When it has neither transferred

nor retained substantially all of the risks and

rewards of the asset, nor transferred control

of the asset, the Company continues to

recognise the transferred asset to the extent

of the Company’s continuing involvement. In

that case, the Company also recognises an

associated liability. The transferred asset and

the associated liability are measured on a

basis that reflects the rights and obligations

that the Company has retained.

Financial Liabilities

Financial liabilities are recognised when

the Company becomes a party to the

contractual provisions of the instruments.

Financial liabilities are initially recognised

at fair value net of transaction costs for all

financial liabilities not carried at fair value

through profit or loss.

Financial liabilities measured at amortised

cost are subsequently measured at using

EIR method. Financial liabilities carried at

fair value through profit or loss are measured

at fair value with all changes in fair value

recognised in the Statement of Profit and

Loss.

De-recognition

A financial liability is derecognised when the

obligation under the liability is discharged

or cancelled or expires. When an existing

financial liability is replaced by another from

the same lender on substantially different

terms, or the terms of an existing liability are

substantially modified, such an exchange or

modification is treated as the derecognition

of the original liability and the recognition

of a new liability. The difference in the

respective carrying amounts is recognised in

the statement of profit or loss.

Offsetting of Financial Instruments

Financial assets and financial liabilities are

offset and the net amount is reported in

the Balance Sheet if there is a currently

enforceable legal right to offset the

recognised amounts and there is an intention

to settle on a net basis, to realise the assets

and settle the liabilities simultaneously.

Derivative Financial Instruments

Derivative financial instruments such as

future contracts are initially recognised at

fair value on the date a derivative contract

is entered into and are subsequently re-

measured at their fair value with changes

in fair value recognised in the Statement of

Profit and Loss in the period when they arise.


1 2 3

g) Fair Value Measurement:

The Company measures financial instruments,

such as, derivatives at fair value at each balance

sheet date.

Fair value is the price that would be received to

sell an asset or paid to transfer a liability in an

orderly transaction between market participants

at the measurement date.

The fair value measurement is based on the

presumption that the transaction to sell the asset

or transfer the liability takes place either:

• In the principal marketfor the asset or

liability, or

• Intheabsenceofaprincipalmarket,inthe

most advantageous market for the asset or

liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured

using the assumptions that market participants

would use when pricing the asset or liability,

assuming that market participants act in their

economic best interest.

A fair value measurement of a non financial asset

takes into account a market participant’s ability to

generate economic benefits by using the asset in

its highest and best use or by selling it to another

market participant that would use the asset

in its highest and best use. The Company uses

valuation techniques that are appropriate in the

circumstances and for which sufficient data are

available to measure fair value, maximising the

use of relevant observable inputs and minimising

the use of unobservable inputs.

All assets and liabilities for which fair value is

measured or disclosed in the financial statements

are categorised within the fair value hierarchy,

described as follows, based on the lowest

level input that is significant to the fair value

measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in

active markets for identical assets or liabilities.

Level 2 — Valuation techniques for which the

lowest level input that is significant to the fair

value measurement is directly or indirectly

observable.

Level 3 — Valuation techniques for which

the lowest level input that is significant to

the fair value measurement is unobservable.

For assets and liabilities that are recognised in

the financial statements on a recurring basis, the

Company determines whether transfers have

occurred between levels in the hierarchy by re-

assessing categorisation (based on the lowest

level input that is significant to the fair value

measurement as a whole) at the end of each

reporting period

For the purpose of fair value disclosures, the

Company has determined classes of assets and

liabilities on the basis of the nature, characteristics

and risks of the asset or liability and the level of

the fair value hierarchy as explained above.

h) Borrowing Costs:

General and specific borrowing costs that

are directly attributable to the acquisition,

construction or production of a qualifying asset

are capitalised during the period of time that is

required to complete and prepare the asset for

its intended use or sale. Qualifying assets are

assets that necessarily take a substantial period

of time to get ready for their intended use or sale.

Other borrowing costs are expensed in the period

in which they are incurred.

i) Provisions and contingent liabilities:

Provisions for legal claims, volume discounts

and returns are recognised when the

Company has a present legal or constructive

obligation as a result of past events, it is

probable that an outflow of resources will

be required to settle the obligation and the

amount can be reliably estimated. Provisions

are not recognised for future operating

losses. The carrying amounts of provisions

are reviewed at each balance sheet date and

adjusted to reflect the current best estimate.

Where there are a number of similar

obligations, the likelihood that an outflow

will be required in settlement is determined



by considering the class of obligations as

a whole. A provision is recognised even if

the likelihood of an outflow with respect to

any one item included in the same class of

obligations may be small.

Provisions are measured at the present

value of management’s best estimate of the

expenditure required to settle the present

obligation at the end of the reporting period.

The discount rate used to determine the

present value is a pre-tax rate that reflects

current market assessments of the time

value of money and the risks specific to the

liability. The increase in the provision due to

the passage of time is recognised as interest

expense.

A disclosure for contingent liabilities is

made where there is a possible obligation

or a present obligation that may probably

not require an outflow of resources or an

obligation for which the future outcome

cannot be ascertained with reasonable

certainty. When there is a possible or a

present obligation where the likelihood of

outflow of resources is remote, no provision

or disclosure is made.

j) Revenue Recognition:

Revenue is measured at the fair value of the

consideration received or receivable. Amounts

disclosed as revenue are inclusive of excise duties

and net of returns, trade allowances, rebates,

value added taxes and amounts collected on

behalf of third parties. The Company recognises

revenue when the amount of revenue can be

reliably measured, it is probable that future

economic benefits will flow to the entity.

Sale of Goods

Timing of recognition: Sales are recognised when

substantial risk and rewards of ownership are

transferred to customer. In case of domestic sales

take place when goods are dispatched or delivery

in handed over to customer’s logistics. In case of

export sales take place when goods are shipped

on-board, based on bill of lading.

Interest Income

Interest income from a financial asset is

recognised when it is probable that the economic

benefits will flow to the Company and the amount

of income can be measured reliably.

Dividend income

Dividend income is recognised when the

Company’s right to receive the payment has been

established.

k) Employee Benefits:

The Company provides following post-

employment plans:

(i) Defined benefit plans such as gratuity &

(ii) Defined contribution plans such as Provident

fund

a) Defined-benefit Plan

The liability or asset recognised in the

balance sheet in respect of defined benefit

gratuity plan is the present value of defined

benefit obligations at the end of the

reporting period less fair value of the plan

assets. The defined benefit obligations

is calculated annually by actuaries

using the projected unit credit method.

The Company recognises the following

changes in the net defined benefit obligation

as an expense in the statement of profit and

loss:

(a) Service costs comprising current

service costs, past-service costs, gains

and losses on curtailment and non-

routine settlements; and

(b) Net interest expense or income

The net interest cost is calculated

by applying the discount rate to the

net balance of the defined benefit

obligation and fair value of the plan

assets. This cost is included in employee

benefit expenses in the statement of

the profit & loss.


1 2 3

Re-measurement comprising of

actuarial gains and losses arising from

experience adjustment and changes

in actuarial assumptions, the effect of

asset, excluding amounts included in

net interest on the net defined benefit

liability and the return on plan assets

(excluding amounts included in net

interest on the net defined benefit

liability) ceiling are recognised in the

period in which they occur directly

in Other comprehensive income. Re-

measurement are not reclassified to

profit or loss in subsequent periods.

b) Defined-contribution Plan

Under defined contribution plans, provident

fund, the Company pays pre-defined

amounts to separate funds and does not

have any legal or informal obligation to

pay additional sums. These comprise of

contributions to the employees’ provident

fund with the government. The Company’s

payments to the defined contribution plans

are recognised as expenses during the

period in which the employees perform

the services that the payment covers. The

Company has no obligation, other than the

contribution payable to the provident fund.

l) Foreign Currency Transaction:

The financial statements are presented in

Indian rupee (INR), which is Company’s

functional and presentation currency.

Foreign exchange differences regarded as an

adjustment to borrowing costs are presented in

the statement of profit and loss, within finance

costs. All other foreign exchange gains and losses

are presented in the statement of profit and

loss as other income / miscellaneous expenses.

At the end of each reporting period, monetary

items denominated in foreign currencies are

retranslated at the rates prevailing at that date.

Non-monetary items carried at fair value that

are denominated in foreign currencies are

retranslated at the rates prevailing at the date

when the fair value was determined.

m) Income Tax:

Income tax expense comprises current tax

expense and the net change in the deferred tax

asset or liability during the year. Current and

deferred taxes are recognised in Statement of

Profit and Loss, except when they relate to items

that are recognised in other comprehensive

income or directly in equity, in which case, the

current and deferred tax are also recognised in

other comprehensive income or directly in equity,

respectively.

Current tax is measured at the amount of tax

expected to be payable on the taxable income

for the year as determined in accordance with the

provisions of the Income Tax Act, 1961.

Deferred income tax is recognised using the

Balance Sheet approach. Deferred income tax

assets and liabilities are recognised for deductible

and taxable temporary differences arising

between the tax base of assets and liabilities and

their carrying amount, except when the deferred

income tax arises from the initial recognition

of an asset or liability in a transaction that is

not a business combination and affects neither

accounting nor taxable profit or loss at the time

of the transaction.

Deferred tax assets are recognised only to the

extent that it is probable that either future taxable

profits or reversal of deferred tax liabilities will be

available, against which the deductible temporary

differences, and the carry forward of unused tax

credits and unused tax losses can be utilised.

The carrying amount of a deferred tax asset shall

be reviewed at the end of each reporting date and

reduced to the extent that it is no longer probable

that sufficient taxable profit will be available to

allow all or part of the deferred income tax asset

to be utilised.

Deferred tax assets and liabilities are measured

using the tax rates and tax laws that have been

enacted or substantively enacted by the end

of the reporting period and are expected to

apply when the related deferred tax asset is

realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are off set

when there is a legally enforceable right to off

set current tax assets and liabilities and when the

deferred tax balances relate to the same taxation

authority.



Minimum Alternative Tax (‘MAT’) credit is

recognised as an asset only when and to the

extent there is convincing evidence that the

Company will pay normal income-tax during the

specified period. In the year in which the MAT

credit becomes eligible to be recognised as an

asset, the said asset is created by way of a credit

to the statement of profit and loss. The Company

reviews the same at each balance sheet date

and writes down the carrying amount of MAT

credit entitlement to the extent there is no longer

convincing evidence to the effect that Company

will pay normal income-tax during the specified

period.

n) Segment Reporting:

The Company is primarily engaged in the

business of manufacturing/trading of textile

garments. Accordingly, the entire operations

of the Company are governed by the same

set of risk and rewards and thus, it operates

in a single primary segment. The Company is

mainly operating in India which is considered to

be the only reportable geographical segment.

The disclosures as per the Indian Accounting

Standards (AS) 108 on Segment Reporting are

not applicable to the Company.

o) Research and Development:

Research costs are expensed as incurred. Product

development costs are expensed as incurred

unless technical and commercial feasibility of the

project is demonstrated, further economic benefits

are probable, the Company has an intention and

ability to complete and use or sell the product and

the costs can be measured reliably.

p) Earnings Per Share:

Basic EPS is arrived at based on net profit

or (loss) after taxation available to equity

shareholders to the weighted average number

of equity shares outstanding during the year.

The diluted EPS is calculated on the same basis

as basic EPS, after adjusting for the effects of

potential dilutive equity shares unless impact is

anti-dilutive.


1 2 3

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2 NON CURRENT OTHER FINANCIAL ASSETS (` in lakhs)

Particulars As at

March 31, 2018 As at

March 31, 2017

As at

April 01, 2016

Sundry deposits 147.23 195.00 589.31

Bank deposits with more than 12 months of original maturity* 807.21 163.17 1,335.46

Total 954.44 358.16 1,924.76

* Includes Interest accrued on same.

3 OTHER NON CURRENT ASSETS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Capital Advance 4.00 - -

Other Advances 2,199.57 406.25 0.25

Prepaid Expenses 7.96 1.03 -

Mat Credit Entitlement 206.99 - -

Deferred Revenue Expenditure - 910.98 635.67

Preliminary Expenses - 0.21 0.32

Total 2,418.52 1,318.47 636.24

4 INVENTORIES (REFER NOTE NO. A (E) FOR ACCOUNTING POLICY ON INVENTORY) (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

(As taken, valued and certified by the management)

Raw materials 678.45 8.11 83.92

Work-in-progress - 4,443.48 4,207.04

Finished goods 8,809.56 4,836.83 4,330.06

Stores and spares 12.57 - -

Total 9,500.58 9,288.41 8,621.02

5 TRADE RECEIVABLES (REFER NOTE NO. 34(C)) (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Unsecured, considered good 14,117.81 9,975.04 8,201.08

Total 14,117.81 9,975.04 8,201.08

6 CASH AND CASH EQUIVALENTS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Balances with Banks

In Current accounts 14.17 3.04 1.30

Cash in hand 44.99 23.01 20.60

Total 59.16 26.06 21.90

7 OTHER BANK BALANCES (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Other Balances

In Dividend Accounts 1.17 - -

Total 1.17 - -


1 2 3

8 CURRENT LOANS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Unsecured, considered good

Loans and advances to employees 19.26 32.17 14.67

Total 19.26 32.17 14.67

9 OTHER CURRENT FINANCIAL ASSETS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Other receivables - 17.04 7.20

Total - 17.04 7.20

10 OTHER CURRENT ASSETS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Balances with Vat Authorities 19.24 38.18 37.56

Advance to Suppliers 5,829.00 6,503.95 2,106.23

Prepaid expenses 10.06 9.67 7.63

Duty credit entitlement - 13.38 49.72

Other receivables 59.75 41.28 18.70

Total 5,918.05 6,606.46 2,219.84

11 EQUITY SHARE CAPITAL (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

AUTHORISED

3,90,00,000 Equity Shares Of ` 10/- each 3,900.00 3,900.00 2,300.00

(PY : 3,90,00,000 Equity Shares of ` 10 each)

Total 3,900.00 3,900.00 2,300.00

ISSUED, SUBSCRIBED AND PAID-UP

2,52,11,406 Equity Shares of `10 each, fully paid-up 2,521.14 1,946.72 1,946.72

(PY:1,94,67,240 Equity Shares of `10 each, fully paid-up)

Nil Potential Equity shares of ` 10 each,fully paid up 534.39 534.39

(PY:5,34,39,40 Equity Shares of `10 each, fully paid-up)

Total 2,521.14 2,481.12 2,481.12

(I) DETAILS OF SHAREHOLDING MORE THAN 5%

Particulars

As at March 31, 2018 As at March 31, 2017 As at April 01, 2016

No. of Shares

%No. of

Shares %

No. of

Shares %

Harshad H. Thakker 12,114,690 48.05% 11,318,440 58.14% 11,318,440 58.14%

DSP Blackrock Midcap Fund 1,276,851 5.06% 640,000 3.29% 640,000 3.29%

(ii) The Company has only one class of equity shares having a par value of ` 10 each. Each holder of equity shares is

entitled to one vote per share. In the event of liquidation, the equity shareholders are entitled to receive the remaining

assets of the Company after payments to secured and unsecured creditors, in proportion to their shareholding.



(iii) Reconciliation of the number of shares outstanding at the beginning and at the end of the year:

(No of shares in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Balance as at the beginning of the year 194.67 194.67 194.67

Add: Issued during the year 57.44 - -

Add: Bonus Shares Issued during the year - - -

Balance as at the end of the year 252.11 194.67 194.67

Potential equity shares to be issued to non-controlling shareholders

Balance as at the beginning of the year 53.44 53.44 -

Add: Additions during the year - - 53.44

Less: Issued during the year 53.44 - -

Balance as at the end of the year - 53.44 53.44

(iv) Equity shares alloted as fully paid-up(during 5 years preceding March 31,2018) including equity shares issued pursuant

to contract without payment being received in cash.

53,43,940 equity shares issued to the shareholders of Momai Apparels Ltd in terms of the scheme of Amalgamation

(‘the Scheme’) sanctioned by the NCLT-Mumbai Branch vide its order dated November 15, 2017.

12 NON CURRENT BORROWINGS (REFER NOTE NO. 27) (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Term Loans

Secured

From Bank & Financial Institutions 109.30 4,210.62 2,539.88

Total 109.30 4,210.62 2,539.88

13 NON CURRENT PROVISIONS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Provision for Gratuity 38.87 - -

Total 38.87 - -

14 OTHER NON CURRENT LIABILITIES (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Security Deposits 318.92 488.07 568.14

Total 318.92 488.07 568.14

15 CURRENT BORROWINGS (REFER NOTE NO. 28) (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016Secured From BanksWorking Capital Loan 5,657.31 6,304.18 5,422.22

Unsecured From Banks - 418.97 - From Others 953.92 - - Total 6,611.23 6,723.15 5,422.22


1 2 3

16 TRADE PAYABLES (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Dues to Micro and Small Enterprises - - -

Others 793.22 2,067.80 1,599.36

Total 793.22 2,067.80 1,599.36

Dues to Micro, Small and Medium EnterprisesDisclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006”

is based on the information available with the Company regarding the status of registration of such vendors under the

said Act. There are no overdue principal amounts/interest payable amounts for delayed payments to such vendors at the

Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and

accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year

or brought forward from previous years.

17 OTHER FINANCIAL LIABILITIES (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Current maturities of long-term debt 2,725.34 215.65 212.19

Interest accrued but not due on borrowings - 16.82 18.65

Unpaid dividends 0.75 0.74 0.74

Capital Creditors 33.39 41.21 29.04

Other payables 1.43 55.88 66.98

Total 2,760.91 330.29 327.60

18 OTHER CURRENT LIABILITIES (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Statutory Dues 267.63 60.41 46.89

Advances from Customers - 90.18 25.32

Other Advances - - 3.27

Total 267.63 150.59 75.48

19 CURRENT PROVISIONS (` in lakhs)

Particulars As at


March 31, 2017

As at

April 01, 2016

Provision for Income Tax (Net) 1,570.15 966.35 718.25

Provision for CSR 40.00 40.00 37.86

Provision for Gratuity 1.55 - -

Total 1,611.70 1,006.35 756.11



20 REVENUE FROM OPERATIONS (` in lakhs)

ParticularsYear Ended


March 31, 2017

Revenue from Sale of Products

Home Market (net of returns) 33,703.38 30,314.92

Exports 586.62 526.19

34,290.00 30,841.11

Other Operating Income

Interest Income 42.83 43.99

Duty Drawback 16.70 60.26

Profit on Sale of Import License 6.30 3.56

Others 1.38 2.93

67.21 110.74

Total 34,357.21 30,951.85

21 OTHER INCOME (` in lakhs)



March 31, 2017

Profit on sale of shares 4,068.49 -

Rent 1.50 -

Total 4,069.99 -

22 COST OF MATERIALS CONSUMED (` in lakhs)



March 31, 2017

Raw materials and Components

Opening Stock 8.11 83.92

Purchases 8,420.97 11,832.07

Less: Closing Stock 691.02 8.11

Total 7,738.05 11,907.88

23 CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS (` in lakhs)



March 31, 2017

Opening Stock :-

Work-in-progress 4,443.48 -

Finished goods 4,844.93 8,537.10

Total 9,288.41 8,537.10

Closing Stock :-

Work-in-progress - 4,443.48

Finished goods 8,809.56 4,844.93

Total 8,809.56 9,288.41

Changes in inventories 478.85 (751.31)


1 2 3

24 EMPLOYEE BENEFITS EXPENSE (` in lakhs)



March 31, 2017

Salaries, wages and incentives 931.31 816.84

Contributions to provident and other fund 27.39 24.45

Gratuity 40.42 -

Staff welfare expenses 62.34 67.78

Total 1,061.45 909.06

25 FINANCE COST (` in lakhs)



March 31, 2017

Interest expense 1,748.25 1,321.78

Other borrowing costs 89.43 151.72

Total 1,837.68 1,473.51

1 Depreciation and Amortization expense (` in lakhs)



March 31, 2017

Depreciation & Amortization 306.81 350.10

Total 306.81 350.10

26 OTHER EXPENSES (` in lakhs)



March 31, 2017

Consumption of stores, spares and consumables 42.41 3.82

Power and Fuel 86.44 83.10

Rent 476.06 473.44

Rates and taxes 106.71 195.72

Insurance 14.48 13.78

Freight and Forwarding 161.96 127.02

Repairs & Maintenance:

Plant & Machinery 16.49 17.06

Buildings 80.37 9.79

Others 69.36 11.80

Job Charges 666.27 452.56

Contract Labour charges 336.35 108.32

Travelling & Conveyance 233.27 152.99

Commission & Brokerage 109.42 97.32

Advertisement & Sales Promotion Expenses 1,640.26 530.37

Communication Expenses 66.09 32.05

Postage, Printing & Stationery 33.60 30.55

House Keeping & Security Charges 73.17 33.50

Loss on sale/discarding of property, plant and equipment 1.32 1.00

Legal & Professional Expenses 225.73 141.66

Corporate Social Responsibility expenditure (refer note…..) - 40.00

Remuneration to Auditors:

13.15 14.95

Net Loss of Foreign Currency Translation 12.88 81.16

Charity and donations 3.11 -

Miscellaneous Expenses 143.20 183.22

Total 4,612.10 2,835.19



27 Term loans from banks are secured against hypothecation of movable assets, immovable property & personal

guarantee of Directors.

28 Working Capital loans from Banks are secured against stock & book debts Equitable mortgage of Factory Premises,

Office Premises, Plant & Machinery.

29 The accounts of Trade receivable and payable and Loans and Advances are subject to formal confirmations/

reconciliation and adjustments, if any. The management does not expect any material difference affecting the current

year’s financial statements due to the same.

30 EARNINGS PER SHARE



March 31, 2017

Net Profit as per Profit & Loss Account (Amt. ` in lakhs) 6,219.46 2,113.95

Weighted average number of equity shares out standing 212.17 194.67

Basic EPS (`) 29.31 10.86

Add: Weighted average number of potential equity shares on account of merger 38.94 53.44

Add: Weighted average number of potential equity shares on account of Share

warrants 2.14 4.00

Weighted average number of Equity shares (including dilutive shares) outstanding 253.26 252.11

Diluted EPS (`) 24.56 8.38

31 EMPLOYEE BENEFITS

(a) Defined contribution plan The Company has certain defined contribution plans. Contributions are made to provident fund in India for

employees at the rate of 12 % of basic salary as per regulations. The contributions are made to registered provident

fund administered by Government. The obligation of the Company is limited to the amount contributed and it has

no further contractual nor any constructive obligation. The expenses recognised during the year towards defined

contribution plan is `14.94 lacs (March 31, 2017 ` 12.77 lacs).

(b) Defined benefit plan In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity for employees who are in

continuous services for a period of 5 years are eligible for gratuity. The amount of gratuity payable on termination/

retirement is employees last drawn basic salary per month computed proportionately for 15 days salary multiplied

for the number of years of service. The Company is in the process of identifying the The gratuity is a unfunded plan

and the Company make contributions to recognised funds in India.

(` in lakhs)

Present Value

of Obligation

Fair Value

of plan assetsNet amount

As of April 1, 2017 - - -

Current service cost 38.58 - 38.58

Past service cost and loss/(gain) on curtailment and settlement 1.83 1.83

Interest expense/(income) - - -

40.41 - 40.41

Capitalised during the year - - -

Total amount recognised in statement of profit and loss 40.41 - 40.41


1 2 3

(` in lakhs)

Present Value

of Obligation

Fair Value

of plan assetsNet amount

Remeasurements

Return on plan assets, excluding amounts included in internet

expense/(income) - - -

Net actuarial (gain)/loss -

Change in experience - - -

Change in demographic assumptions - - -

Change in financial assumptions - - -

Total amount recognised to comprehensive income - - -

Employer contribution - - -

Benefits payment - - -

As of March 31, 2018 40.41 - 40.41

As at March 31, 2018

Financial assumption:

Discount rate 7.55%

Salary escalation rate 7.00%

Demographic assumption:

Mortality rateIALM (2006-08)

Ultimate

Attrition rate 2%

Retirement age 58 Years

Sensitivity analysis

The sensitivity of the overall plan liabilities to changes in the weighted key assumptions are:As at

March 31, 2018

Discount rate

a) Increase by 0.5% (2.05)

b) Decrease by 0.5% 2.23

Salary escalation rate

a) Increase by 0.5% 1.91

b) Decrease by 0.5% (1.86)

The sensitivity analysis above have been determined based on reasonably possible changes of the respective

assumptions occurring at the end of the reporting period and may not be representative of the actual change. It

is based on a change in the key assumption while holding all other assumptions constant. When calculating the

sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has

been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change

compared with the previous period.



The defined benefit obligations shall mature after year end March 31, 2018 as follows:

(` in lakhs)

March 31, 2018

Year 1 1.55

Year 2 2.02

Year 3 2.70

Year 4 3.19

Year 5 3.23

Year 6-10 16.87

The weighted average duration of the defined benefit obligation is 11.43 years.

Risk exposure: Through its defined benefit plans, Company is exposed to a number of risks, the most significant of which are

detailed below:

Investment risk: The present value of the defined benefit plan liability is calculated using discount rate determined

by reference to market yields at the end of reporting period on government bond yields.

Interest risk: A decrease in the bond interest will increase in plan liability; however, this will be partially offset by an

increase in the return on the plan’s debt investments.

Longevity risk: The present value of the defined benefit plan liability is calculated by reference to best estimate of

the mortality of plan participants both during and at the end of employment. An increase in the life expectancy of

the plan participants will increase the plan liability.

Salary risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of

planparticipants. As such an increase in salary of the plan participants will increase the plan liability.

32 FIRST-TIME ADOPTION OF IND AS The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs

with effect from April 01, 2017, with a transition date of April 01, 2016. The adoption of Ind AS has been carried out in

accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS

standards and interpretations that are issued and effective for the first Ind AS financial statements for the year ended

March 31, 2017, be applied retrospectively and consistently for all financial years presented. However, in preparing

these Ind AS financial statements, the Company has availed of certain exemptions and exceptions in accordance

with Ind AS 101, as explained below. The resulting difference between the carrying values of the assets and liabilities

in the financial statements as at the transition date under Ind AS and Previous GAAP have been recognised directly

in equity (retained earnings or another appropriate category of equity).

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition

from previous GAAP to Ind AS.

A. Optional Exemptions

(i) Deemed Cost The Company has elected to continue with the carrying value of all of its property, plant and equipment

recognised as of April 01, 2016 (transition date) measured as per the previous GAAP and use that carrying

value as its deemed cost as of the transition date.


1 2 3

(ii) Designation of previously recognised financial instruments The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and

circumstances that exist at the date of transition to Ind AS.

(iii) De-recognition of financial assets and financial liabilities The Company has applied the de-recognition requirements of financial assets and financial liabilities

prospectively for transactions occurring on or after April 01, 2016 (the transition date).

B. Mandatory Exceptions

(a) Estimates An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with

estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any

difference in accounting policies).

Ind AS estimates as at April 01, 2016 are consistent with the estimates as at the same date made in

conformity with previous GAAP. The Company make estimates for following items in accordance with Ind

AS at the date of transition as these were not required under previous GAAP:

- Investment in equity instruments carried at FVPL or FVOCI;

- Impairment of financial assets based on expected credit loss model.

(b) Classification and measurement of financial assets Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment in

debt instruments) on the basis of the facts and circumstances that exist at the date of transition to Ind

AS.

C. Transition to Ind AS - Reconciliations The following reconciliations provide a quantification of the effect of significant differences arising from the

transition from previous GAAP to Ind AS in accordance with Ind AS 101:

(i) Reconciliation of Balance sheet as at April 01, 2016 (Transition Date)

(ii) A. Reconciliation of Balance sheet as at March 31, 2017

B. Reconciliation of Statement of total Comprehensive Income for the year ended March 31, 2017

(iii) A. Reconciliation of Equity as at April 01, 2016 and March 31, 2017

B. Reconciliation of Income Statement March 31, 2017

(iv) Adjustments to Statement of Cash Flows

The presentation requirements under Previous GAAP differs from Ind AS and hence Previous GAAP

information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP

information is derived from the Financial Statements of the Company prepared in accordance with Previous

GAAP.



I. Reconciliation of Balance sheet as at April 01, 2016 (` in lakhs)

Note Regrouped

Previous GAAP

Ind AS

adjustments Ind AS

ASSETS

Non-current assets

(a) Property, Plant and Equipment 2,154.46 - 2,154.46

(b) Capital work-in-progress - - -

(c) Other Intangible assets - - -

(d) Financial Assets - - -

(i) Investments - - -

(ii) Loans - - -

(iii) Others financial assets 1,924.76 - 1,924.76

Deferred tax assets (Net) 26.40 - 26.40

(e) Other non-current assets 636.24 - 636.24

Total Non-current assets 4,741.86 - 4,741.86

Current assets

(a) Inventories 8,621.02 - 8,621.02

(b) Financial Assets - - -


(ii) Trade receivables 8,201.08 - 8,201.08

(iii) Cash and cash equivalents 21.90 - 21.90

(iv) Bank balances other than (iii) above - - -

(v) Loans 14.67 - 14.67

(vi) Others current financial assets 7.20 - 7.20

(c) Current Tax Assets (Net) - -

(d) Other current assets 2,219.84 - 2,219.84

Total Current assets 19,085.72 - 19,085.72

TOTAL ASSETS 23,827.58 - 23,827.58

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 2,481.12 - 2,481.12

(b) Other Equity 10,057.67 - 10,057.67

Total Equity 12,538.79 - 12,538.79

Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings 2,539.88 - 2,539.88

(b) Provisions - - -

(c) Deferred tax liabilities (Net) - - -

(d) Other non-current liabilities 568.14 - 568.14

Total Non-current liabilities 3,108.02 - 3,108.02

Current liabilities

(a) Financial Liabilities

(i) Borrowings 5,422.22 - 5,422.22

(ii) Trade payables 1,599.36 - 1,599.36

(iii) Other financial liabilities (other than

those specified in (c) ) 327.60 - 327.60

(b) Provisions 756.11 - 756.11

(c) Other current liabilities 75.48 - 75.48

Total Current liabilities 8,180.77 - 8,180.77

Total Equity And Liabilities 23,827.58 - 23,827.58


1 2 3

Reconciliation of Balance sheet as at March 31, 2017 (` in lakhs)

Note Regrouped

Previous GAAP

Ind AS

adjustments Ind AS

ASSETS

Non-current assets

(a) Property, Plant and Equipment 2,000.37 - 2,000.37

(b) Capital work-in-progress - - -

(c) Intangible assets - - -

(d) Financial Assets - - -

(i) Non Current Investment - - -

(ii) Loans - - -

(iii) Others "A" 359.48 (1.32) 358.16

Deferred tax assets (Net) 29.32 - 29.32

(e) Other non-current assets "A" 1,317.44 1.03 1,318.47

Total Non-current assets 3,706.62 (0.29) 3,706.32

Current assets

(a) Inventories 9,288.41 - 9,288.41

(b) Financial Assets - - -


(ii) Trade receivables 9,975.04 - 9,975.04

(iii) Cash and cash equivalents 26.06 - 26.06

(iv) Bank balance other than (iii) above - -

(v) Loans 32.17 - 32.17

(vi) Others 17.04 - 17.04

(c) Current Tax Assets (Net) - - -

(d) Other current assets "A" 6,606.46 0.28 6,606.74

Total Current assets 25,945.17 0.28 25,945.45

TOTAL ASSETS 29,651.79 (0.01) 29,651.78

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 2,481.12 - 2,481.12

(b) Other Equity 12,193.49 (0.01) 12,193.48

Total Equity 14,674.61 (0.01) 14,674.60

Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings 4,210.62 - 4,210.62

(b) Provisions - - -

(c) Deferred tax liabilities (Net) - - -

(d) Other non-current liabilities 488.07 - 488.07

Total Non-current liabilities 4,698.70 - 4,698.70

Current liabilities

(a) Financial Liabilities

(i) Borrowings 6,723.15 - 6,723.15

(ii) Trade payables 2,067.80 - 2,067.80

(iii)Other financial liabilities (other than

those specified in (c) ) 330.29 - 330.29

(b) Provisions 1,006.35 - 1,006.35

(c) Other current liabilities 150.59 - 150.59

Total Current liabilities 10,278.19 - 10,278.19

Total Equity And Liabilities 29,651.50 (0.01) 29,651.48



II.B. Reconciliation of Statement of Profit and Loss for the year ended March 31, 2017 (` in lakhs)

Particulars Note Regrouped

Previous GAAP

Ind AS

adjustments Ind AS

I Revenue from Operations "B" & "C" 31,224.78 (272.93) 30,951.85

II Other Income - - -

III Total Revenue (I + II) 31,224.78 (272.93) 30,951.85

IV Expenses

Cost of materials consumed 11,907.88 - 11,907.88

Purchases 11,058.56 - 11,058.56

Excise Duty "B" - 49.25 49.25

Changes in inventories of finished

goods and work-in-progress (751.31) - (751.31)

Employee benefits expense 909.06 - 909.06

Finance Costs 1,473.51 - 1,473.51

Depreciation and amortization

expense 350.10 - 350.10

Other expenses "C" 3,157.36 (322.17) 2,835.19

Total Expenses 28,105.16 (272.91) 27,832.24

V Profit before tax 3,119.62 (0.01) 3,119.61

VI Tax expense

Current tax 1,071.01 - 1,071.01

(Excess)/Short Tax provision for

earlier years (62.43) - (62.43)

Deferred tax (2.92) - (2.92)

VII Profit for the year 2,113.96 (0.01) 2,113.95

VIII Other Comprehensive Income

(i) Items that will not be reclassified

to profit or loss - - -

(ii) Income tax relating to items that

will not be reclassified to profit or loss - - -

(iii) Items that will be reclassified to

profit or loss - - -

(iv) Income tax relating to items that

will be reclassified to profit or loss - - -

IXTotal Comprehensive Income for the

year 2,113.96 (0.01) 2,113.95

III A Reconciliation of Equity (Rs. in lakhs)

Particulars Note As at

March 31, 2017

As at

April 01, 2016

Total equity under local GAAP 12,193.49 10,057.67

Adjustments impact: Gain/ (Loss)

Total IND AS adjustment - -

Total equity under Ind AS 12,193.49 10,057.67


1 2 3

III B Reconciliation of Income Statement

Particulars Note March 31, 2017

Profit after tax under local GAAP 2,113.95

Adjustments Gain/ (Loss)

Fair valuation of Financial instruments - Assets (net of

taxes) "A" (0.01)

Total Adjustments (0.01)

Profit after tax as per Ind-AS 2,113.93

Other comprehensive income (net of taxes) -

Total comprehensive income as per Ind AS 2,113.93

Notes to first time adoption:

A Fair valuation of Financial Assets - Interest Free Rent Deposit given Under the previous GAAP, Rent Deposits given are recorded at their transaction value. Under IND AS, all

financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued the

Rent Deposit given.

B Excise Duty Under previous GAAP, revenue from sale of goods was presented net of excise duty whereas under INDAS

the revenue from sale of goods is presented inclusive of excise duty. The excise duty is presented on the

face of the Statement of Profit and Loss as part of expenses.

C Discounts & Incentives Under previous GAAP, the Company accounted for revenue net of trade discounts, sales taxes and excise

duties. Under Ind AS, the Company will recognise revenue at fair value of consideration received or

receivable. Any sales incentive, cash discounts or rebates in any form given to customers will be considered

as reductions from revenue.

33 FINANCIAL INSTRUMENTS The details of siginificant accounting policies, including crieteria for recognition, the basis of measurement and the

basis on which income and expenditure are recognised, in respect of each class of financial asset, financial liability

and equity instrument are disclosed in note A (k) for accounting policy.

Financial assets and liabilities

The accounting classification of each category of financial instruments, and their carrying amounts are set out as

below:

a. Financial assets

(` in lakhs)

Instruments carried at fair value

FVOCI FVOCI FVTPL

Instruments

carried at

amortized

cost

Total

carrying

value

Total fair

value

As at April 01, 2016

Investments - - - - - -

Trade receivables - - - 8,201.08 8,201.08 8,201.08

Cash and cash equivalents - - - 21.90 21.90 21.90



(` in lakhs)

Instruments carried at fair value

FVOCI FVOCI FVTPL

Instruments

carried at

amortized

cost

Total

carrying

value

Total fair

value

Other Bank balances - - - - - -

Loans - - - 14.67 14.67 14.67

Other financial assets - - - 1,931.97 1,931.97 1,931.97

Total - - - 10,169.62 10,169.62 10,169.62





Other Bank balances - - - - - -

Loans - - - 32.17 32.17 32.17

Other financial assets - - 5.03 370.17 375.20 375.20

Total - - 5.03 10,403.43 10,408.47 10,408.47





Other Bank balances - - - 1.17 1.17 1.17

Loans - - - 19.26 19.26 19.26

Other financial assets - - 35.09 919.35 954.44 954.44

Total - - 35.09 15,116.75 15,151.84 15,151.84

b. Financial liabilities (` in lakhs)

Fair value

through

profit & loss

At

amortized

cost

Total

carrying

amount

(A+B)

Total fair

value

As at April 01, 2016

Borrowings - 8,174.29 8,174.29 8,174.29

Trade payables - 1,599.36 1,599.36 1,599.36

Other financial liabilities - 327.60 327.60 327.60

Total - 10,101.25 10,101.25 10,101.25


Borrowings - 11,149.43 440.92 440.92

Trade payables - 2,067.80 1,325.72 1,325.72

Other financial liabilities - 150.59 1,193.07 1,193.07

Total - 13,367.82 2,959.71 2,959.71


Borrowings - 9,445.87 9,445.87 9,445.87

Trade payables - 793.22 793.22 793.22

Other financial liabilities - 267.63 882.78 882.78

Total - 10,506.72 11,121.86 11,121.86


1 2 3

The Management assessed that fair value of cash and cash equivalents, trade receivables, investments in term

deposits, loans, other financial assets, trade payables, and other financial liabilitie is considered to be equal to the

carrying amount of these items due to their short-term nature.

There were no significant changes in classification and no significant movements between the fair value hierarchy

classifications of financial assets and financial liabilities during the period.

Income Taxes

(a) Tax expense recognised in the Statement of Profit and Loss

(` in lakhs)

For the Year ended March 31, 2018

For the Year ended

March 31, 2017

Current tax

Current year 1,644.15 1,071.01

Excess /Short provision relating to earlier year 102.45 (62.43)

Mat Credit Entitlement (206.99) -

Total current tax 1,539.60 1,008.58

Deferred tax

Relating to origination and reversal of temporary difference 11.34 (2.92)

Total deferred income tax expense/(credit) 11.34 (2.92)

Total income tax expense/(credit) 1,550.95 1,005.67

A reconciliation between the statutory income tax rate applicable to the Company and the effective income tax

rate of the Company is as follows :

(b) Reconciliation of effective tax rate

(` in lakhs)

For the Year ended March 31, 2018

For the Year ended

March 31, 2017

Profit before tax 7,770.40 3,119.61

Enacted income tax rate in India 34.608% 34.608%

Expected income tax expnse during the year at statutory rate 2,689.18 1,079.63

Differences due to:

Expenses not deductible for tax purposes 160.28 130.72

Expenses allowable for tax purposes (97.67) (110.70)

Income exempt for normal tax purposes (1,346.43) -

Impact of Minimum alternate tax 238.78 -

Impact of Credit of Minimum alterWnate tax (206.99) -

Others 113.79 (93.99)

Effective tax expenses 1,550.95 1,005.67

The effective tax rate was 22.23% (2015-16: 13.45%).



(c) The movement in deferred tax assets and liabilities during the year ended March 31, 2017 and March 31, 2018:

(` in lakhs)

Movement during the year ended

March 31, 2017 and March 31, 2018

As at

April 01, 2016

Credit/(charge)

in statement of

Profit and Loss

Credit/(charge)

in Other

Comprehensive

Income

As at

March 31, 2017

Deferred tax assets/(liabilities)On expenses allowable for tax purposes

when paid - - - -

On depreciation 26.40 2.92 - 29.32 On other provisons - - - - On fair valuation of financial assets - - - - Total 26.40 2.92 - 29.32

Deferred tax assets/(liabilities)As at

April 01, 2017

Credit/(charge)

in statement of

Profit and Loss

Credit/(charge)

in Other

Comprehensive

Income


On expenses allowable for tax purposes

when paid - - - -

On depreciation 29.32 (32.14) - (2.82)

On other provisons - 14.12 - 14.12

On fair valuation of financial assets - 0.04 - 0.04

Total 29.32 (17.98) - 11.34

35 RISK MANAGEMENT

Financial risk management objective and policies The Company’s financial risk management is an integral part of how to plan and execute its business strategies. The

Company’s financial risk management policy is set by the Managing Board of the Company. The risk management

policies aims to mitigate the following risk arising from the financial instruments: (a) Market risk; (b) Liquidity risk

and (c) Credit risk.

A. Financial risk factors The Company’s principal financial liabilities comprise borrowings, deposits and trade and other payables.

The purpose of these financial liabilities is to finance the Company’s operations and to provide to support its

operations. The Company’s principal financial assets include Investments, loans, trade and other receivables,

and cash and cash equivalents that derive directly from its operations.

The Company is exposed to the following risk arising from the financial instruments: (a) Market risk; (b) Liquidity

risk and (c) Credit risk.

Risk Exposure arising from

Measurement Management

Liquidity risk Borrowings and other liabilities

Rolling cash flow forecasts

Availability of committed credit lines and borrowing facilities; working capital management

Credit risk Cash and cash equivalents, trade receivables, loans and other financial assets measured at fair /amortised cost.

"Ageing analysis/ Credit ratings"

Diversification in various class of assets, credit limits and letters of credit


1 2 3

(a) Liquidity risk The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that

are settled by delivering cash or another financial asset. Liquidity risk management implies maintain sufficient

cash including availability of funding through an adequate amount of committed credit facilities to meet the

obligations as and when due.

The Company manages its liquidity risk by ensuring as far as possible that it will have sufficient liquidity to meet

its short tem and long term liabilities as and when due. Anticipated future cash flows,undrawan committed

credit facilities are expected to be sufficient to meet the liquidity requirements of the Company.

(i) Financing arrangements The Company has access to the following undrawn borrowing facilities as at the end of the reporting

period:

(` in lakhs)



As at April 1, 2016

Secured working capital credit facility from Banks 7,192.69 2,295.82 2,827.77

(ii) The following is the contractual maturities of the financial liabilities:

(` in lakhs)

Carrying

amountTotal

Payable

on

demand

0-1 years 1-5 years Total

As at 1st April, 2016

Non-derivative liabilities

Non Current Borrowings

(including current maturities) 1,563.06 1,563.06 - 212.19 1,350.87 1,563.06

Current Borrowings 6,611.23 6,611.23 6,611.23 - - 6,611.23

Trade payables 1,599.36 1,599.36 - 1,599.36 - 1,599.36

Other financial liabilities 327.60 327.60 - 327.60 - 327.60

As at 31st March, 2017



(including current maturities) 4,426.28 4,426.28 - 215.65 4,210.62 4,426.28

Current Borrowings 6,723.15 6,723.15 6,723.15 - - 6,723.15

Trade payables 2,067.80 2,067.80 - 2,067.80 - 2,067.80


As at 31st March, 2018



(including current maturities) 4,023.64 4,023.64 - 2,725.34 1,298.31 4,023.64

Current Borrowings 5,422.22 5,422.22 5,422.22 - - -

Trade payables 793.22 793.22 - 793.22 - 793.22




(b) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of

changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and price risk,

such as equity price risk and commdity risk. Financial instruments affected by market risk includes investment,

deposits, foreign currency receivables and payables. The value of a financial instrument may change as a result

of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes

that affect market risk sensitive instruments. The Company’s treasury team manages the Market risk, which

evaluates and exercises independent control over the entire process of market risk management.

(i) Foreign currency risk Foreign currency risk can only arise on financial instruments that are denominated in a currency other

than the functional currency in which they are measured. The Company’s functional and presentation

currency is INR. The Company does have transactions in currency other than fuctional currency i.e. in US Dollar (USD) for purchase of raw materia from overseas supplier. However, those are not very significant considering the nature and size of the operations of the Company .

Foreign Currency Exposure

ParticularsAs at

March 31, 2018As at

March 31, 2017

As at

April 01, 2016

USD $ USD $ USD $

Trade receivables 510,086.00 377,904.35 355,898.00

Borrowing 1,406,580.00 2,215,472.08 2,434,240.63

Net Exposure - [Receivable/(Payable) 1,916,666.00 2,593,376.43 2,790,138.63

The Company’s exposure to the foreign currency risk is not significant considering the nature and size of the operations.

(ii) Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate

because of changes in market interest rates. The Company’s Long term borrowings have fixed rate of interest and carried at amortized costs and short term borrowings have variable rate of interest.

Exposure to Interest rate risk - Financial liabilities

(` in lakhs)

ParticularsAs at

March 31, 2018As at

March 31, 2017

As at

April 01, 2016

Total borrowings 9,445.87 11,149.43 8,174.29

% of borrowings out of above bearing variable rate of

interest and short term in nature88.74% 58.48% 68.93%

Hence, the Company is not siginificantly exposed to the interest rate risk as working capital facility are, as per contractual terms, primarily of short term in nature.

(c) Credit risk Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed.

To manage this, the Company periodically assess financial reliability of counter party, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. The Company considers the probability of default upon initial recognition of assets and whether there has been a significant increase in credit risks on an ongoing basis throughout each reporting period.


1 2 3

To assess whether there is a significant change increase in credit risk the Company compares the risks of default occurring on the assets as at the reporting date with the risk of default as at the date of initial recognition. It considers the reasonable and supportive forward looking information such as:

(i) Actual or expected significant adverse changes in business.

(ii) Actual or expected significant changes in the operating results of the counter party.

(iii) Financial or economic conditions that are expected to cause a significant change to the counter party’s ability to meet its obligations

(iv) Significant increase in credit risk on other financial instruments of same counter party

Trade receivables

Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base

being large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis.

Our historical experience of collecting receivables is that credit risk is low.

Other financial assets

The Company maintains exposure in cash and cash equivalents and term deposits with banks.

The Company’s maximum exposure to credit risk as at March 31, 2018, March 31, 2017 and March 31, 2016 is the

carrying value of each class of financial assets

36 RISK MANAGEMENT

(a) Capital risk management The Company’s objectives when managing capital are to :

● safeguard their ability to continue as a going concern, so that they can continue to provide returns for

shareholders and benefits for other stakeholders, and

● maintain an optimal capital structure to reduce the cost of capital

The Company sets the amount of capital required on the basis of annual business and long-term operating plans

which includes capital and other strategic investments. The Company’s intention is to maintain a stable and

strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence

and to sustain future development and growth of its business.

The Company monitors capital using a gearing ratio being a ratio of net debt as a percentage of total capital.

ParticularsAs at

March 31, 2018As at

March 31, 2017

As at

April 01, 2016

Total equity 22,256.76 14,674.61 12,538.79

Net Debt 6,661.37 10,907.72 7,940.20

Total Capital (Borrowings and Equity) 28,918.13 25,582.33 20,478.99

Gearing Ratio 29.93 74.33 63.33

(i) Net debt represents total borrowings (non-current & current) as reduced by cash and cash equivalents.

(ii) Equity comprises of all components incuding other comprehensive income.



(b) Dividend

(` in lakhs)


As at

March 31, 2017

Equity Shares

Interim dividend for the year FY 2017-18 [` 0.50 (Previous year NIL) per

equity share of ` 10 each] 126.06 -

37 RELATED PARTIES WITH WHOM TRANSACTIONS HAVE TAKEN PLACE DURING THE YEAR ARE AS FOLLOWS :

(i) Key Management Personnel (KMP):

Director Mr. Harshad Thakkar, Managing Director

Mr. Dinesh Sodha, Executive Director

Mr. Hitesh Punjani, Executive Director

(ii) Related party transactions with Group Companies/Joint Venture/KMP’s/ Relative of KMP’s/Enterprises where KMP and Relatives of KMP have significant influence during the year:

(` in lakhs)



March 31, 2017

Rent Paid

Mr. Harshad Thakkar 34.49 36.76

Mr. Dinesh Sodha 2.16 2.59

Director Remuneration

Mr. Harshad Thakkar 102.00 108.00

Mr. Dinesh Sodha 45.00 48.00

Mr. Hitesh Punjani 16.50 18.00

Note: The related parties are as identified by the Company and relied upon by the Auditors.

38 Previous years’ figures have been regrouped/reclassified whenever necessary to conform to current years’

classification. Figures in brackets pertain to previous year.

Signatures to Notes 1 to 49 which form an integral part of the financial statements.










1 2 3

NOTICE



NOTICE


1 2 3

C O N T E N T S


STATUTORY REPORTS







COMFORTABLE





Mr. Harshad Thakkar

BOARD OF DIRECTORS

Mr. Harshad Thakkar


Mr. Dinesh Sodha

Executive Director

Mr. Hitesh Punjani

Executive Director

Mr. Ramakant Nayak


Mrs. Anupama Sharma


Mr. Ratan Thakur



Mr. Mohit Shah


Mr. Anurag Gangwal


Ms. Bhoomi Mewada

BANKER

State Bank of India

STATUTORY AUDITORS











REGISTERED OFFICE



TPS IV, B.S. Road,


Mumbai - 400 028.

SECRETARIAL AUDITOR




Mumbai - 400 001.

WEBSITE



L17299MH2006PLC163133

Corporate Information

C O N T E N T S


STATUTORY REPORTS







COMFORTABLE





Mr. Harshad Thakkar

BOARD OF DIRECTORS

Mr. Harshad Thakkar


Mr. Dinesh Sodha

Executive Director

Mr. Hitesh Punjani

Executive Director

Mr. Ramakant Nayak


Mrs. Anupama Sharma


Mr. Ratan Thakur



Mr. Mohit Shah


Mr. Anurag Gangwal


Ms. Bhoomi Mewada

BANKER

State Bank of India

STATUTORY AUDITORS











REGISTERED OFFICE



TPS IV, B.S. Road,


Mumbai - 400 028.

SECRETARIAL AUDITOR




Mumbai - 400 001.

WEBSITE



L17299MH2006PLC163133

Corporate Information




CIN: L17299MH2006PLC163133Shop No. 3-4, Ground Floor, Pacific Plaza, Plot No. 507,TPS IV, B.S. Road, Mahim Division, Dadar (West). Mumbai - 400 028.Website: www.ashapurafashion.com DJ

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