DIRECTOR'S REPORT To The Members of MOMAI APPARLES LIMITED Your Directors are pleased to present the Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES As on 31st March, 2015, the company is not having any Subsidiaries, Joint Ventures or Associates Companies DIVIDEND The DIVIDEND of Rs. 0.75 (i.e.7.5% of FV Rs. 10/-) per equity share on the equity paid up of the company as recommended by the Board be and is hereby declared." OPERATIONS Detailed information on the operation of the Different business lines of the company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report. CREDIT RATING Momai Apparels Ltd" has been assigned 'SME Fundamental Grade 4 /5' to the Company') by CARE rating, indicating the "Very Good fundamentals". Momai Apparels Limited has been assigned BBB- which stand for Moderate degree of safety regarding timely servicing of financial obligations. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed. 2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period. 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. 4. The Directors had prepared the Annual Accounts on a going concern basis. 5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. 6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CORPORATE GOVERNANCE The company has complied and company is duly in process of Compliance with the requirements regarding Corporate Governance as required under the revised Clause 49 of the Listing Agreement with the Stock Exchange(s). The report on Corporate Governance, Management Discussion and Analysis, as well as the Auditors Certificate on the compliance of Corporate Governance form part of the Annual Report. DECLARATION BY INDEPENDENT DIRECTOR The Company has received declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). INFORMATION UNDER SECTION 134 OF THE COMPANIES ACT, 2013, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES 1988: (A) Conservation of Energy (B) Pollution Control (C) Technology, Absorption, Adaptations &Innovation (D) Foreign Exchange Earnings and Outgo VIGIL MECHANISM The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and Chairman of the Audit Committee shall have a direct access of the complaints and grievances under the mechanism. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES Your Directors reports that the Company has not granted any Loans, Guarantees or Investment in Securities under Section 186 of the Companies Act, 2013 and has complied with the provisions of the Act and other relevant provisions as may be applicable. CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES There were no materially significant related parties Contracts entered into by the Company with the Directors, Key Managerial Personnel or any other persons which may have a potential conflict with the interest of the Company. PARTICULAR OF RELATED PARTY TRANSACTION All related party transactions are done by the Company during the financial year were at Arm's Length and in ordinary course of business. During the financial year your Company has entered into material transaction (as per Clause 49 of the Listing Agreement). Disclosures pursuant to accounting standards on related party transactions have been made in notes to the financial Statements. AUDITORS a. Statutory Auditors: M/s. Bagaria and Co., LLP, Chartered Accountants, Statutory Auditors having its office at 101, Tripta Sadan, Shantawadi, J P Road, Andheri (W), Mumbai - 400 058 will hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. Accordingly, the Board of Directors has recommended the re-appointment of Bagaria &Co.LLP, Chartered Accountants to hold office from the ensuing AGM till the conclusion of the next AGM on and remuneration to be mutually decided by the Board and the Auditor. b. Secretarial Auditors: Pursuant to section 204 of the Companies Act, 2013, your Company had appointed M/s. Jaiprakash R Singh & Associates, Practicing Company Secretaries, Mumbai as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY 2014-15. EXTRACT OF ANNUAL REPORT Pursuant to Section 92(3) of the Companies Act, 2013 extract of the annual return is annexed to this report in the prescribed form MGT-9 as Annexure- I. MEETINGS OF THE BOARD Your Directors report that the regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met 9 times during the year. Detailed information is given in the Corporate Governance Report. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year ended under review, as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchange in India, is presenting in a separate section forming Part of the Annual Report. CASH FLOW STATEMENT: In conformity with the provisions of Clause 32 of the Listing Agreement with Stock Exchanges, the Cash Flow Statement for the year ended 31st March, 2015 is annexed hereto STATUTORY DISCLOSURE The summary of the key financial of the company is included in this Annual report. A copy of audited financial statements for the company will be made available to the members of company seeking such information at any point of time. The Audited financial statements for the company will be kept for inspection by any member of the company at its registered office during business hours. FIXED DEPOSITS: The Company has not accepted fixed deposits from public within the purview of Section 74 of the Companies Act, 2013 during the year under review. COMMITTEES OF THE BOARD: The Board has Committees as a part of best corporate practices and has complied with the requirements of the relevant provisions of applicable laws and statues. Accordingly, the Board has formed the following Committees of the Board: Audit Committee and Vigil Mechanism Investor Grievance Committee Nomination and Remuneration Committee AUDITORS REPORT: The Auditors' Report for the financial year ended March 31, 2015 does not contain any qualification. The Notes on Financial Statements referred to in the Auditors 'Report are self-explanatory. ACKNOWLEDGEMENTS Your Directors place on record their gratitude for the continuing support of Shareholders, Investors, Banks, various Government authorities & departments, Port trust authorities and Business allies & associates for their continuous support and co-operation.at all levels. Your Directors would also appreciate and value the contributions made by all our employees and their families towards operation and growth of the Company. For and on behalf of the Board of the Directors MOMAI APPARELS LIMITED Soy-Mr. HARSHAD THAKKAR Chairman and Managing Director DIN: 01869173 Date: 29th August, 2015. Place: Mumbai |