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Archies Ltd.

BSE: 532212 | NSE: ARCHIES |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE731A01020 | SECTOR: Printing & Stationery

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

DIRECTORS REPORT

To The Members,

The Directors have great pleasure in presenting Twenty Eighth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2018.

PERFORMANCE REVIEW

During the year under review your Company recorded Revenue from Operations of Rs, 15782.07 lacs as compared to RS, 18626.10 lacs in the previous year showing a decrease of 15.27%. The net profit / loss after tax stood at Rs, (236.96) lacs in the current financial year as against Rs, (369.59) lacs in the previous financial year, showing an improvement of 35.89%.

In the challenging market scenario there has been slight dip in the Sales and the Profitability of the Company. Company closed the operations of the FMCG segment. A part of dip is on account of change in the indirect tax structure in the Country. The Revenue from Operations of the Company constitutes of:

- The Turnover of the gift segment is RS, 10434.92 lacs as compared toRs, 12257.42 lacs previous year, down by 14.87%.

- The Turnover of the Greeting card segment is Rs, 2742.43 lacs as compared to Rs, 3340.87 lacs previous year, down by 17.91 %.

- The stationery sale is Rs, 2333.67 lacs as compared to Rs, 2703.88 lacs in the previous year, down by 13.69%.

The Company owned / managed stores have significantly contributed towards Revenue from Operations and the profits.

FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED

(Rs, in Lacs)

31 MARCH 2018

31 MARCH 2017

Income from Operations

15782.07

18626.10

Other Income

202.39

212.10

Total Expenditure

15586.94

18718.01

Operating profit (PBDIT)

397.52

120.19

Finance Costs

282.35

302.22

Depreciation

402.96

380.99

Profit / loss before Tax (PBT)

(287.79)

(563.02)

Provision for taxation

Current

-

-

Deferred

(50.83)

(193.43)

Profit / loss after Tax

(236.96)

(369.59)

APPROPRIATIONS

Transfer to General Reserve

NIL

NIL

Final Dividend (Proposed)

NIL

NIL

Tax on Proposed Dividend

NIL

NIL

Provision for Corporate Social Responsibility Activities

NIL

12.13

Profit Carried Forward

(236.96)

(381.72)

FINANCIAL ACCOUNTING AND ADOPTION OF IND AS

The Ministry of Corporate Affairs (MCA) has notified phase- wise road map for the adoption of Indian Accounting Standard (Ind AS), converged with International Financial Reporting Standards (IFRS), vide its notification date 16th February, 2015, announcing the Companies (Indian Accounting Standards) Rules, 2015, as amended by Indian Accounting Standards (ind AS) Rules 2016 and 2017 for application of the Ind AS. Accordingly, your Company has adopted Ind AS with effect from the FY 2017-18. Your Company maintains highest Standards of Corporate Governance and recognizes that Financial Statements are important source of information for the Shareholders and other Stakeholders. The Financial Statements for the FY 2017-18 are the First Financial Statements with comparatives prepared under Ind AS. Notes to Standalone Financial Statements provide further explanation on the transition to Ind AS.

DIVIDEND

In view of the inadequate profit, during the year and need to conserve resources for the expansion of the business of your Company, Board expresses its inability to declare any dividend for the financial year 2017-2018.

TRANSFER OF UNPAID UNCLAIMED DIVIDEND AND SHARES TO IEPF

During the FY 2017-18, unclaimed dividend for FY 2009-10 amounting to Rs. 1,50,632 (Rupees One Lac. Fifty Thousand Six Hundred Thirty Two only) was transferred to the Investor Education and Protection Fund (IEPF), pursuant to the provisions of Section 124(5) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, all shares in respect of which dividend has not been paid or claimed for 7 (Seven) consecutive years or more were also transferred in the name of IEPF after requisite notice to concerned Shareholders. Details of such transferred shares are available at the Company''s website i.e www.archiesonline.com under Investors section and such shares can be claimed back from IEPF authority after following the prescribed procedure.

RETAIL EXPANSION

The Company is constantly putting efforts to boost the sales via various schemes, promotional campaigns and advertisements. It has managed to open a number of outlets across the Country, in various malls and on high street ends. The Company has successfully managed to set up 18 retail outlets and as on 31st March 2018 the numbers of Company owned / managed stores were 217.

Considering the current scenario, Your Company has tied up with new affiliates like Paytm, Talash.com and one major ecommerce portal, Amazon. in for expansion on market place to wider their reach. As you all are aware that Amazon is a big market place and day by day we are getting a good presence over there. Remember that e-Commerce is faster, cheaper, and more convenient than the traditional methods of selling products nowadays. Your company will be able to operate your products marketing and your products selling online. Company is not only focusing on selling the gifting products but also the home decor products through E-commerce channel. Through E commerce channels your company is trying to achieve a new level where they are targeting a 12% of Business in the year 2018-19.

Your Company will continue with its efforts to open new outlets across India. With expectation of improvement in economy, your Company has plans to open 25 more stores of the Company during the year 2018-19.

CORPORATE GOVERNANCE

As per SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, a separate section on Corporate Governance and Management Discussion and Analysis Report together with a certificate from the Company''s Auditors confirming compliance is set out in the annexure forming part of this report.

In compliance with the Corporate Governance requirements, the Company has implemented a Code of Conduct for all its Board Members and Senior Management Personnel, who have affirmed compliance thereto. The said Code of conduct has been posted on the Company''s website.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of section 134(3) & (5) of the Companies Act, 2013:

(i) That in the preparation of the annual accounts for the year ended 31st March 2018 the applicable Accounting Standards have been followed, along with proper explanation relating to material departures, if any;

(ii) That such accounting policies as mentioned in the Notes to Accounts, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view to the state of affairs of the Company as at 31st March, 2018 and of the profit and loss of the Company for that period.

(iii) That proper and sufficient care has been taken for the 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 fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis;

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) That 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.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013, at least two-third of the Directors shall be subject to retirement by rotation out of which, one-third of such Directors must retire from office at each Annual General Meeting of the shareholders and a retiring director is eligible for re-election. Accordingly, Mr. Jagdish Moolchandani retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The Board met four times during the year under review. Meetings were held on 25th May 2017,10th August 2017, 30th November 2017 and 31st January 2018.

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges.

The Board of Directors in its meeting held on 25th May 2017, approved the re-appointments of following directors as under:-

a) Mr. Dilip Seth was re-appointed as Whole Time Director (Director Finance & CFO) of the Company for a further period of 2 (two) years with effect 05.08.2017.

b) Mr. Anil Moolchandani was re-appointed as Chairman and Managing Director of the Company for a further period of 2 (two) years with effect 29.06.2017.

*Mr. P.K. Chadha, Independent Director of the Company deceased on 23rd June 2017 and thus ceased to be a Director of the Company.

**Dr. Bhavna Chadha, Independent Director of the Company resigned w.e.f 10th August 2018. Further, Mrs. Payal Jain is appointed as an additional Director of the Company w.e.f 10th August 2018.

S. No.

Name

Designation

1.

Mr. Anil Moolchandani

Chairman and Managing Director

2.

Mr. Dilip Seth

Director (Finance) & CFO

3.

Mr. Seshan Ranganathan* (resigned as Chief Executive Officer w.e.f. 10.08.2017)

Chief Executive Officer

4.

Mr. Gautam

Company Secretary

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committee and Individual Directors, including Independent Directors.

A structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

Board members had submitted response on a scale of 4 (outstanding) -1 (needs improvement) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

*ln order to enhance the effectiveness of the performance evaluation, few criterias with the approval of the Board of the Company in its meeting held on 25.05.2017, were added in the existing evaluation mechanism.

The Board of Directors expressed their satisfaction with the evaluation process.

SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the Succession plan and prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

AUDITORS

Under Section 139 of the Companies Act, 2013 (''the Act'') and the Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. In line with the requirements of the Act, M/s J.P., Kapur & Uberai (FRN- 000593N), Chartered Accountants was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 27th Annual General Meeting of the Company, till the conclusion of the 32nd Annual General Meeting subject to ratification by shareholders at the general meeting or as may be necessitated by the Act from time to time. The first year of audit was of the financial statements for the year ending March 31,2018, which included the audit of the quarterly financial statements for the year. Accordingly, the appointment of M/s J.P., Kapur & Uberai is being placed before the shareholders for ratification.

The Board of Directors have recommended to appoint M/s J.P., Kapur & Uberai, Chartered Accountants, the Statutory Auditors of the Company to audit the accounts of the Company for the financial year 2018-19.

The Notes on Financial Statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

AUDITOR''S REPORT

The Notes on Financial Statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

As per the new Companies (Cost Records and audit) Rules 2014 the appointment of Cost Auditor is not required for your Company.

INTERNAL FINANCIAL CONTROLS

In terms of section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has an Internal Financial Control system in relation to the policies and procedures adoped by the Company. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

RISK MANAGEMENT

Your Company is well aware of risks associated with its business operations. Comprehensively risk management system is being put in place involving classification of risk, adoption of risk management measures and a strong mechanism to deal with potential risks and situation leading to a rise of risks in an effective manner.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo information are given in Annexure ''A'' to the Directors'' Report, in terms of the requirements of Section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-B and forms an integral part of this report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed M/s. Dayal & Maur, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure C to this Report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EMPLOYEES'' REMUNERATION

None of the Employees drew the salary more than the prescribed limit i.e. ^1.02 Crores in a year for the financial year 2017-18 as per the provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to section 178 of Companies Act, 2013 and regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprising Mr. Sunil Behl (Chairperson), Dr. Bhavna Chadha and Mr. Arun Singhal as members of the Committee. Dr. Bhavna Chadha, member of the Committee resigned w.e.f 10.08.2018. Further the vacancy created was filled by the appointment of Mrs. Payal Jain as the member of the Committee w.e.f 10.08.2018. The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Board Members. The details of the Policy forms a part of this report as Annexure - D and the Details/Disclosures of Ratio of Remuneration to each Director to the median employee''s remuneration as Annexure-E The Nomination and Remuneration Policy is available on our website at the link- https://www.archiesonline.com/htdocs/nomination-remuneration-policy.pdf.

CORPORATE SOCIAL RESPONSIBILTY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, schedule VII, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant rules and provisions comprising Mr. Sunil Behl (Chairperson), Mr. Anil Moolchandani and Mr. Dilip Seth as members of the Committee on 16th May, 2014. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Corporate Social Responsibility policy is available on our website at the link, https://www.archiesonline.com/htdocs/csr.pdf

During the year, under review the Company has spent Rs, 9,00,000/- on CSR activities against the balance unspent amount of Rs, 7,63,363. The Annual Report on CSR activities is annexed herewith as Annexure - F.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

All new Independent Directors inducted into the Board as well as the existing Independent Directors are to attend an orientation programme to be updated in relation to the affairs of the Company, its functioning and challenges. The details of familiarization programme imparted to independent directors is available on our website at the link https://www.archiesonline.com/htdocs/details of familiarization proqramme.pdf

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board at its meeting, held on 16th May, 2014, adopted a Whistle Blower Policy/Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which provides a formal mechanism for all directors, employees and other stakeholders of the Company, to report to the management their genuine concerns or grievances about unethical behavior, actual or suspected fraud and any violation of the Company''s Business Code of Conduct. The Policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company''s

Business Code of Conduct.

The Whistle Blower policy is also available on our website at the link, https://www.archiesonline.com/htdocs/Whistle-blower-policv-ARCHIES-LIMITED.pdf.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Board of Directors of the Company have constituted Internal Complaint Committee who will hear and redress the complaint made in writing by any aggrieved woman of sexual harassment at workplace as per the Sexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is also available on our website at the link, https://www.archiesonline.com/htdocs/Sexual-Harassment-Policy.pdf.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman At Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

AUDIT COMMITTEE

The Audit Committee as on 31st March, 2018 comprises Independent Directors namely Mr. Sunil Behl, Mr. Arun Singhal and Dr. Bhavna Chadha. All the recommendations made by the Audit Committee were accepted by the Board. Further, Dr. Bhavna Chadha, member of the Committee resigned w.e.f 10.08.2018. Further the vacancy created was filled by the appointment of Mrs. Payal Jain as the member of the Committee w.e.f 10.08.2018.

RELATED PARTY TRANSACTIONS

All transactions entered with the Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. Thus disclosure in Form AOC-2 is not required. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

All related party transactions are placed before the Audit Committee as also to the Board for approval. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on our website at the link, https://www.archiesonline.com/htdocs/transactionPolicy.pdf.

Your Directors draw attention of the members to Note 33 to the financial statement which sets out related party disclosures.

MANAGEMENT DISCUSSION 8t ANALYSIS REPORT

Pursuant to the regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirement), Regulations 2015, a Management discussion and analysis report is annexed to this report.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of the Companies Act, 2013. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE AND GUARANTEES GIVEN

During the year under review the Company has not granted any loans and Investment made and given guarantee under the provisions of Section 186 of the Companies Act, 2013.

INDUSTRIAL RELATIONS

The relations between the Company and its employees continued to be cordial and harmonious throughout the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

STATUS OF LISTING FEES

Your Company has been regularly paying listing fees to the BSE & NSE, Mumbai where its Equity Shares are listed.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express their sincere thanks to its valued franchisees, distributors, C & F agents, collaborators, bankers. Government authorities, customers and all other business associates for their continued co-operation and patronage.

The Directors would also like to express their deep sense of appreciation to all the employees who are committed to strong work ethics, excellence in performance and commendable teamwork and have thrived in a challenging environment. The Directors wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board

Place : Delhi Anil Moolchandani

Date : August 10, 2018 Chairman and Managing Director

(DIN-00022693)

Director’s Report