The Directors are pleased to present the 25th 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, 2012. The summarized financial results for the year ended 31st
March, 2012 are as under:
(Rs. In Lacs)
Particulars Current Year Previous Year
Profit Before Tax & Depreciation 2921.50 1992.83
Depreciation 150.34 142.21
Profit before Tax 2771.16 1850.62
Provision for Taxation 609.87 438.47
Profit after Tax and Depreciation 2161.28 1412.15
Tax / other adjustments 3.92 (3.10)
Surplus brought forward 2415.83 1675.63
Profit available for appropriation 4581.03 3084.68
Transferred to General Reserve 175.00 10.00
Utilised for issue of Bonus Shares - 365.00
Proposed Dividend on Equity Share Capital 336.00 252.00
Corporate Dividend Tax on Proposed Dividend 54.51 41.85
Balance Carried forward from previous year 4015.52 2415.83
EPS Basic & Diluted- Before Extraordinary
Items (in Rs.) 12.89 12.26
EPS Basic & Diluted- After Extraordinary
Items (in Rs.) 12.89 12.26
Review of Operation
Your Company registered a turnover of Rs.13299.39 lacs during the current
year as compared to Rs.10148.50 lacs during the corresponding previous
year. The Profit after depreciation and tax has increased during the
year to Rs.2161.28 lacs compared to Rs.1412.15 lacs of previous year. Your
Directors are continuously looking for avenues for future growth of the
Company in Lingerie industry.
Your Directors are pleased to recommend an equity dividend of Rs.2 per
equity share of face value Rs.10/- each for the year ended March 31,2012.
Company has not accepted any deposits as defined under section 58A of
the Companies Act 1956 and the rules framed there under during the year
Your Company does not have any subsidiary Company.
Your Company''s shares are listed in the Bombay Stock Exchange Limited,
Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE)
and the listing fees have been duly paid.
Utilization of IPO Proceeds
Pursuant to the provisions of Clause 43A of Listing Agreement with
Exchanges, the utilization of net proceeds of the IPO as stated in the
Prospectus dated March 15,2011 and aggregating Rs. 11327.50 Lacs is as
(Rs. In Lacs)
Particulars Object as per Actual
Amount received from Pre-IPO 2000.00
Amount received from IPO 9327.50
Utilisation of funds upto
March 31, 2012
Setting up manufacturing facility to
create additional capacity as Bengaluru 2284.93 1472.65
Expenses to be incurred for Brand
Building 1800.00 684.38
Brand Development Expenses 600.00 9.18
Investment in Joint Venture 2500.00 -
Setting up of Exclusive Brand
Outlets (EBO''s) 1412.18 107.00
Setting up of Retail Store Modules
for Shop-in-Shop 361.00 155.14
Upgradation of Design Studios 759.52 -
General Corporate Purpose 2396.16 -
Public Issue Expenses 846.26 755.67
(Rs. In Lacs)
Interim Utilisation of IPO Proceeds upto 31.03.2012 (Rs. In Lacs)
Balance Unutilised amount temporarily invested in
Mutual Funds 8143.49
Balance with Banks 0.00
Mr. Anantharaman Mahadevan was appointed as an Additional Director of
the Company by passing a resolution through circulation Dated 22nd
September, 2011. In terms of Section 260 of the Company''s Act, 1956
read with the Articles of Association of the Company, Mr. Anantharaman
Mahadevan would hold office only upto the forthcoming Annual General
Meeting of the Company. The Company has received notices under Section
257 of the Companies Act, 1956 along with the requisite fees proposing
appointment of both of them as Directors of the Company at the said
Annual General Meeting.
Mr. Sivabalan Paul Pandian director of is liable to retire by rotation
at the ensuing Annual General Meeting of the Company and being eligible
offers himself for re-appointment the company.
Mr. Gopal Sehjpal director of is liable to retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible offers
himself for re-appointment the company.
None of the Directors of your Company is disqualified under Section
274(l)(g) of the Companies Act, 1956. As required by law, this
position is also reflected in the Auditors'' Report.
Particulars of Employees
There is no employee in the Company whose particulars are required to
be given under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars prescribed in the Companies (Disclosure of particulars
in the Report of Board of Directors) Rules, 1988, are furnished in
theAnnexure-1 to this report.
Your Company is a follower of sound Corporate Governance Practices.
A Report on the Corporate Governance, Management Discussion and
Analysis giving details of the Company''s Business and Operating
Results are annexed as part of this Annual Report for the information
of shareholders. The Company has also obtained the requisite
Certificate from Managing Director of the Company. The Managing
Director''s declaration regarding Compliance with Company''s code of
conduct for directors forms a part of the Report on Corporate
The requisite Certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49 is attached to this Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of
Directors of the Company confirms that-
- In preparation of the Annual Accounts, the applicable accounting
standards have been followed.
- 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 at the end of the financial year and statement of profit
or loss of the company for that period.
- 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.
- The Directors had prepared the Annual Accounts on a going concern
The Ministry of Corporate Affairs (MCA) vide Circular No. 17/2011 dated
21.04.2011 and Circular No. 18/2011 dated 29.04.2011 has taken a
Green Initiative in the Corporate Governance by allowing paperless
compliances by the companies. Your Company has decided to join the MCA
in its environment friendly initiative.
Accordingly, company adoopt to send documents such as notices of the
General Meetings, Annual Report and other communication to its
shareholders via electronic mode to the registered e- mail addresses of
shareholders. To support this green initiative of the Government in
full measure, shareholders are requested to register/update their
latest e-mail addresses with their Depository Participant (D. P. ) with
whom they are having Demat A/c. or send the same to the Company via
e-mail at:- email@example.com. We solicit your valuable
co-operation and support in our endeavour to contribute our bit to the
The Board wishes to place on record its appreciation to all the
employees in the Company for their sustained efforts and contributions
in the current Challenging Scenario.
Transfer of Unpaid/ unclaimed Amounts to Investor Education Protection
During the Year, there were no amounts which remains unpaid/ Unclaimed
For a period of 7 years and which were required to be transferred by the
Company to the Investor Education and Protection Fund established by
the Central Government pursuant to Section 205C of the Companies Act,
Your Company continued to receive unstinted support and co-operation
from its retailers, stockiest, suppliers of goods/services, clearing
and for-warding agents and all others associated with it. Your Board
wishes to record its appreciation and your Company would continue to
build and maintain strong links with its business partners.
The Auditors, M/S Attar & Company, the retiring auditors of the Company,
have conveyed their inability to seek re-appointment as the Statutory
Auditors of the Company due to Pre-occupation. The Directors placed on
record their appreciation of the valuable services rendered by M/s.
Attar & Company as Auditors. In view thereof the Board has recomended,
subject to approval of Shareholders, Vinod Kumar Jain & Co., Chartered
Accountants, Mumbai, as the Statutory Auditors of the Company to hold
office from the conclusion of this Annual General Meeting up to the
conclusion of the next Annual General Meeting. Vinod Kumar Jain & Co.,
Chartered Accountants, have informed the Company that they are eligible
to act as the Statutory Auditors, if appointed.
The Central Government vide its notification dated 3rd June, 2011 under
the Companies (Cost Accounting Record) Rules, 2011 directed the Company
to maintain the Cost accounting record for the financial year 2011-12
and obtain the Compliance Report from the practicing cost auditor and
also ordered dated 24th January, 2012 and the Companies (Cost Audit
Report) Rules, 2011 directed the Company to get the cost accounting
record been audited by Practising Cost Auditor for the financial year
2012-13 and submit the cost audit report with Ministry of Corporate
The Company has appointed Mr. Sushil Kumar Agarwal of M/s. S. K.
Agarwal & Associates, Practising Cost Accountants as a Cost Auditor,
for issue of Compliance Report for the financial Year 2011-12 and Cost
Audit Report for the Financial Year2012-13.
The Compliance Report for the financial year ended 31st March, 2012
will be filed within the prescribed period.
The Directors are sincerely thankful to you - the esteemed
shareholders, customers, business partners, financial / investment
institutions and commercial banks for the faith reposed and valuable
support provided by them in the Company and its Management. The
Directors wish to place on record the co- operation extended and the
solidarity shown by the employees.
For and on behalf of the Board of Director
Lovable Lingerie Limited
Place: Mumbai L.Vinay Reddy Lattupalli Jaipal Reddy
Date: May 14, 2012 (Chairman and Managing
Director) (Whole Time Director)