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Archies Ltd.

BSE: 532212 Sector: Others
NSE: ARCHIES ISIN Code: INE731A01020
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VOLUME 317
52-Week high 34.35
52-Week low 18.70
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Mkt Cap.(Rs cr) 77.91
Buy Price 23.05
Buy Qty 856.00
Sell Price 23.40
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OPEN 23.55
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VOLUME 317
52-Week high 34.35
52-Week low 18.70
P/E
Mkt Cap.(Rs cr) 77.91
Buy Price 23.05
Buy Qty 856.00
Sell Price 23.40
Sell Qty 1000.00

Archies Ltd. (ARCHIES) - Director Report

Company director report

To The Members

Your Directors have great pleasure in presenting twenty fifth annual report of thecompany together with the audited annual accounts for the year ended 31st March 2015.

PERFORMANCE REVIEW

During the year under review your Company recorded a turnover of Rs. 19568.80 Lacsas compared to Rs. 19629.55 Lacs in the previous year down by 0.31%. Thenet profit for the same period stands at Rs. 412.24 Lacs as compared to net profitof Rs. 524.24 Lacs in the previous year.

In the challenging market scenario there has been slight dip in the Sales and theProfitability of the Company. The Turnover of the Company constitutes of:

• The Turnover of the gift segment is Rs. 12172.28 Lacs as compared to Rs. 12343.93lacs previous year down by 1.39%.

• The Turnover of the greeting card segment is Rs. 4207.05 Lacs as comparedto Rs. 4553.80 lacs previous year down by 7.61%.

• The stationery sale is Rs. 3051.73 Lacs as compared to Rs. 2599.86 Lacsin the previous year up by 17.38%.

The Company owned / managed stores have significantly contributed towards turnover andthe profits.

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED

(Rs. in Lacs)

31 MARCH 2015 31 MARCH 2014
Income from Operations 19568.80 19629.55
Other Income 166.14 93.04
Total Expenditure 18166.53 18164.36
Operating profit (PBDIT) 1568.41 1558.23
Interest & finance charge 296.72 277.77
Depreciation 639.77 510.45
Profit before Tax (PBT) 631.92 770.01
Provision for taxation
Current 218.02 222.62
Deferred 1.66 23.15
Profit After Tax 412.24 524.24
APPROPRIATIONS
Transfer to General Reserve 100.00 150.00
Final Dividend (Proposed) 101.34 135.12
Tax on Proposed Dividend 20.26 22.96
Provision For Corporate Social Responsibility Activities 21.41 0.00
Profit Carried Forward 169.23 216.16

DIVIDEND

Board of Directors recommended dividend of 15% equivalent to Rs. 0.30/- on each fullypaid-up equity share of Rs. 2/- for the year ended 31st March 2015. The dividend willentail an outflow of Rs. 101.34 Lacs excluding taxes. The dividend in the opinion of theboard represents a prudent balance between the need for the company to reward itsshareholders as well as the need to plough back the profits for the Company's ownrequirements.

RETAIL EXPANSION

The Company continues its efforts to boost sales through different promotional schemesand campaigns and continued its effort to open retail outlets across India in Malls aswell as on high Streets. The Company opened total 22 retail stores. As on 31st March 2015the numbers of Company owned/managed stores were 237.

The Company during the year took steps to improve sales and profitability by revampingits E-commerce platform "archiesonline.com" by making it more user friendly andin line with the existing indian e-commerce websites to attract more customers. Companyhas also tied up with various E-retailers who have vast presence in the virtual space likeFlipkart Snapdeal E-India Store Groupon India Saffron Art Pvt. Ltd. Gift A love.comPhoolwala.com My flower tree Shopdues Indian Gifts Portal Fern N Petals &Bookaflower.com

Your Company will continue with its efforts to open new outlets across india. Withexpectation of improvement in economy your Company has plans to open 25 more storesincluding Archies & Hallmark Stores during the year 2015-16.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate sectionon Corporate Governance and Management Discussion and Analysis Report together with acertificate from the Company's Auditors confirming compliance is set out in the annexureforming part of this report.

In compliance with the Corporate Governance requirements the Company has implemented aCode of Conduct for all its Board Members and Senior Management Personnel who haveaffirmed compliance thereto. The said Code of conduct has been posted on the Company'swebsite.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanation obtained your Directors make the following statements in terms of section134(5) of the Companies Act 2013:

(i) That in the preparation of the annual accounts for the year ended 31 st March2015 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

(ii) That such accounting policies as mentioned in the Notes to Accounts have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view to the state of affairs of theCompany as at 31st March 2015 and of the profit of the Company for the year ended on thatdate;

(iii) That proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

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

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act 2013 atleast two-thirdof the Directors shall be subject to retirement by rotation out of which one-third ofsuch Directors must retire from office at each Annual General Meeting of the shareholdersand a retiring director is eligible for re- election. Accordingly Mr. Dilip Seth retiresby rotation and being eligible has offered to be re-appointed at the ensuing AnnualGeneral Meeting.

During the year under review the Company appointed Mr. Sunil Behl Mr. Prem kumarChadha and Mr. Arun Singhal as Independent Directors of the Company for a period of fiveconsecutive years and Mr. Deepak Thakkar as Non Independent Director of the Company for aperiod of two years.

In terms of Section 149 of the Companies Act 2013 read with the Companies (Appointmentand Qualification of Directors) Rules 2014 and Clause 49 of the Listing Agreement theCompany is required to have a woman director on its board.

Dr. Bhavna Chadha was appointed as Independent Director of the Company pursuant toSection 149 of the Companies Act 2013 for a period of two years.

Mr. Pramod Arora Jt. Managing Director did not offer himself for re-appointment asdirector retired at the previous Annual General Meeting held on 23rd September 2014.

All Independent Directors have given declarations that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 and underClause -49 of Listing Agreement with the Stock Exchanges.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No. Name Designation
1 Mr. Anil Moolchandani Chairman and Managing Director
2 Mr. Dilip Seth Director (Finance) & CFO
3 Mr. Vijayant Chhabra (resigned from directorship w.e.f 16.05.2014 and appointed as Chief Executive Officer w.e.f 16.05.2014) Chief Executive Officer
4 Mr. Pramod Arora (retires at the Annual General Meeting held on 23rd September 2014) Jt. Managing Director
5 Mr. Vikas Kumar Tak (resigned from the post of Company Secretary w.e.f 20.05.2015) Company Secretary
6 Mr. Pankaj Kamra (appointed as Company Secretary w.e.f 20.05.2015) Company Secretary

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and clause 49 of the Listingagreement the Board in consultation with its Nomination & Remuneration Committee hasformulated a framework containing inter-alia the criteria for performance evaluation ofthe entire Board of the Company its Committee and Individual Directors includingIndependent Directors.

A structured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

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

The Independent Directors had met separately without the presence of Non-IndependentDirectors 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 theCompany after taking into consideration the views of executive and Non-Executivedirectors.

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

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. The Board of Directors expressedtheir satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year2014-15 forms part of the Corporate Governance Report.

AUDITORS

M/s. Uberoi Sood and Kapoor Chartered Accountants the Statutory Auditors of thecompany hold office up to the forthcoming Annual General Meeting of the company and areeligible for re-appointment and have confirmed their eligibility and willingness to acceptthe office of the auditors if re-appointed.

The Company has received letter from them that their re-appointment if made would bewithin the prescribed limits under Section 139 of the Companies Act 2013 and that theyare not disqualified for re-appointment.

The Board of Directors have recommended to appoint M/s. Uberoi Sood and KapoorChartered Accountants the Statutory Auditors of the Company to audit the accounts of theCompany for the financial year 2015-16.

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

COST AUDITORS

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial 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 ofrisk adoption of risk management measures and a strong mechanism to deal with potentialrisks 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 foreignexchange 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 readwith 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 requiredunder Section 92(3) of the Companies Act 2013 is annexed herewith as Annexure-B and formsan integral part of this report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s. Dayal & Maur Practising Company Secretaryto conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Reportfor the financial year ended March 31 2015 is annexed herewith as Annexure C to thisReport and forms an integral part of this Report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

EMPLOYEES' REMUNERATION

None of the Employees drew salary more than Rs. 500000/- per month or Rs. 6000000/-in a year as required under the provisions of Section 197 (12) of the Companies Act 2013read with Rules 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuantto Clause 49 of the Listing Agreement comprising Mr. Sunil Behl (Chairperson) Mr. PremKumar Chadha and Mr. Arun Singhal as members of the Committee. The Board of Directors hasformulated a policy which lays down a framework in relation to remuneration of DirectorsKey Managerial Personnel and Senior Management of the Company. The Policy also lays downthe criteria for selection and appointment of Board Members. The details of the Policyforms a part of this report as Annexure - D and the Details / Disclosures of Ratio ofRemuneration to each Director to the median employee's remuneration as Annexure - E.

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 and relevantrules and provisions comprising Mr. Sunil Behl (Chairperson) Mr. Anil Moolchandani andMr. Dilip Seth as members of the Committee on 16th May 2014. The said Committee has beenentrusted with the responsibility of formulating and recommending to the Board a CSRPolicy indicating the activities to be undertaken by the Company monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spenton CSR activities. The Corporate Social Responsibility policy is also available on ourwebsite at the link http://www.archiesonline.com/htdocs/csr.pdf

During the year the Company has spent Rs. 700000/- on CSR activities and the balanceunspent amount of Rs. 1441497 will be spent in the financial year 2015-16 due to reasonthat the Company was in the process of selecting suitable projects for CSR. The AnnualReport on CSR activities is annexed herewith as Annexure - F.

WHISTLE BLOWER POLICY

The Board at its meeting held on 16th May 2014 adopted a Whistle Blower Policy inaccordance with the provisions of the Companies Act 2013 and as per the revised Clause 49of the Listing Agreement which provides a formal mechanism for all directors employeesand other stakeholders of the Company to report to the management their genuine concernsor grievances about unethical behaviour actual or suspected fraud and any violation ofthe Company's Business Code of Conduct.

The Policy also provides a direct access to the Chairperson of the Audit Committee tomake protective disclosures to the management about grievances or violation of theCompany's Business Code of Conduct.

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Woman At Workplace (Prevention Prohibition andRedressal) Act 2013.

AUDIT COMMITTEE

The Audit Committee as on 31st March 2015 comprises Independent Directors namely Mr.Sunil Behl Mr. Arun Singhal and Mr. Prem Kumar Chadha. All the recommendations made bythe Audit Committee were accepted by the Board.

RELATED PARTY TRANSACTIONS

All transactions entered with the Related Parties for the year under review were onarm's length basis and in the ordinary course of business. Thus disclosure in Form AOC-2is not required. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance 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 theBoard for approval. The Policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board is available on our website atthe link http://www.archiesonline.com/htdocs/transactionPolicy.pdf.

Your Directors draw attention of the members to Note 34 to the financial statementwhich sets out related party disclosures.

PUBLIC DEPOSITS

During the year your Company has not accepted and/or renewed any public deposits interms 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 madeand 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 andharmonious 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 wouldimpact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board
Place : Delhi Anil Moolchandani
Date : 05 August 2015 Chairman-cum-Managing Director

ANNEXURE 'A' TO THE DIRECTORS' REPORT

A) Conservation of Energy

Energy conservation continues to be an area of emphasis and is regularly monitored. TheCompany's plant has been designed in such a manner so as to achieve a high efficiency inthe utilization of energy. The key areas with respect to reduction of energy wereidentified and necessary steps initiated.

Measures Taken For Improvement

The Company is also engaged in continuous process of energy conservation throughimproved operational and maintenance practices. Following are the brief steps taken by theCompany for conservation of energy at its outlets:-

1. All the Store managers are regularly made aware about the energy consumption oftheir store based on their connected load and trained to make maximum utilization ofenergy and minimize wastages.

2. Controlled the energy consumption of Air conditioners by optimizing the temperatureinside the stores (25.C). Company is Installing only 5 Star rated Air conditioners in theoutlets to minimize electricity consumption.

3. In new stores only LED lights are installed instead of CFL bulbs and in the existingstores LED lights are being replaced in phased manner.

4. Company has installed Capacitors bank to maintain the power factor to reduce thelosses on the energy bills.

5. Optimized lighting consumption by strictly controlling the operating hours as perthe usage pattern.

6. The Company has also installed 72 KW Rooftop Solar Energy plant at its Factory atManesar which is operational from July 2015.

B) Technology Absorption

Technology Absorption Adaptation And Innovation

1. Efforts in brief made towards technology absorption adaptation and innovation. The Company has a tie-up with world major American Greetings Inc. and Hallmark Cards Inc (which are incidentally the world leaders in the greeting card business) for sourcing of designs. The Company also remains in touch with number of other Companies across the world which helps in keeping abreast with the latest happening in the world in printing technology latest designing trends in cards & various other paper products latest fashions in the gift segment etc.
2. Benefits derived as a result of the above efforts e.g. product improvement cost reduction product development import substitution etc. As a result of these efforts the Company has been able to achieve higher production accuracy and perfection in printing and to develop and introduce latest products.
3. In case of imported technology (imported during the last 3 years) following information may be furnished:
(a) Technology imported Not Applicable
(b) Year of import
(c) Has technology been fully absorbed Rs.
(d) If not fully absorbed areas where this has not taken place reasons therefore and future plans of action.
4. Expenditure on R & D Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Activities relating to exports initiative taken to increase exports development ofnew export markets for products and services and export plans;

During the year the Company exported its products to Sri Lanka Bangladesh MauritiusUganda Rwanda Kenya United States of America Australia Egypt Kuwait UAE Oman andPhilippines. Plans are also underway to take active participation in exhibitions and fairsto reach new markets and thus enhancing sales.

b) Total foreign exchange used and earned

FOR THE YEAR ENDED

(Rs. in Lacs)

31st March 2015 31st March 2014
(A) Total Foreign Exchange Earned 264.57 340.29
(B) Total Foreign Exchange Used 3783.77 2922.92

ANNEXURE 'B' TO THE DIRECTORS' REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L36999HR1990PLC041175
ii. Registration Date 22.05.1990
iii. Name of the Company Archies Limited
iv. Category / Sub-Category of the Company Company having share capital
v. Address of the Registered office and contact details 191F Sector-4 IMT Manesar Gurgaon Haryana-122050 Tel No. 0124-4966666 Fax No. 0124-4966650.
vi. Whether listed Company (Yes /No) Yes
vii. Name Address and Contact details of Registrar and Transfer Agent if any LINK INTIME INDIA (PRIVATE) LIMITED 44 Community Centre llnd Floor Naraina Industrial Area Phase-I New Delhi-110028
Contact Person
Mr. Swapan Kumar
Tel :011-41410592

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:

SI. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company
1. Manufacture of Paper and Paper Products 170 21.53%
2. Retail Sale of other Goods in Specialized Stores 477 77.93%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

SI. No. Name and Address of the Company CIN/GLN Holding/ subsidiary/ associate % of shares held Applicable Section
1.
2. NONE
3.

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (As on April 12014)

No. of Shares held at the end of the year (As on March 312015)

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF 20854600 0 20854600 61.74 20454600 0 20454600 60.55 (1.19)
b) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
e) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (1): 20854600 0 20854600 61.74 20454600 0 20454600 60.55 (1.19)
(2) Foreign
a) NRIs - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other - Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (a) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoter (A) = (A)(1)+(A)(2) 20854600 0 20854600 61.74 20454600 0 20454600 60.55 (1.19)
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks / FI 500 0 500 0.00 145478 0 145478 0.43 0.43
c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 75000 0 75000 0.22 75000 0 75000 0.22 0.00
g) Fils 500 1500 2000 0.01 500 1500 2000 0.01 0.00
h) Foreign Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
(i) Others (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1):- 76000 1500 77500 0.23 220978 1500 222478 0.66 0.43
2. Non-Institutions
a) Bodies Corp.
i. Indian 2123055 13505 2136560 6.32 2423286 13505 2436791 7.21 0.89
ii. Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 9013812 326565 9340377 27.65 8800482 321077 9121559 27.00 (0.65)
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 834709 0 834709 2.47 654838 0 654838 1.94 (0.53)
c) OTHERS (specify)
Trusts 2000 0 2000 0.01 2000 0 2000 0.01 0.00
Directors & their Relatives 32250 0 32250 0.09 7875 0 7875 0.02 (0.07)
Non Resident Indians 178009 500 178509 0.53 153345 500 153845 0.46 (0.07)
Clearing Members 323495 0 323495 0.96 508179 0 508179 1.51 0.55
Foreign Portfolio Investor (Corporate) 0 0 0 0.00 217835 0 217835 0.64 0.64
Sub-total (B)(2):- 12507330 340570 12847900 38.03 12767840 335082 13102922 38.79 0.76
Total Public Shareholding (B)=(B)(1)+(B)(2) 12583330 342070 12925400 38.26 12988818 336582 13325400 39.45 1.19
C. Shares held by Custodian for GDRs&ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 33437930 342070 33780000 100 33443418 336582 33780000 100 0.00

ii. Shareholding of Promoters

SI. No. Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares % of total Shares of the

Company

%of Shares Pledged / Encumbered to total Shares No. of Shares % of total Shares of the

Company

% of shares Pledged / Encumbered to total Shares % Change in Share Holding During the Year
1. Mr. Anil Moolchandani 6793900 20.11 0.00 6793900 20.11 0.00 0.00
2. Mr. Jagdish Moolchandani 4253230 12.59 0.00 4253230 12.59 0.00 0.00
3. Mrs. Pushpa Moolchandani 2964250 8.78 0.00 2964250 8.78 0.00 0.00
4. Mr. Varun Moolchandani 2030750 6.01 0.00 1630750 4.82 0.00 (1.19)
5. Mr. Karan Moolchandani 1852000 5.48 0.00 1852000 5.48 0.00 0.00
6. Mr. Raghav Moolchandani 1808120 5.35 0.00 1808120 5.35 0.00 0.00
7. Mrs. Neeru Moolchandani 1005000 2.98 0.00 1005000 2.98 0.00 0.00
8. Mrs. Mansi M Chandok 147350 0.44 0.00 147350 0.44 0.00 0.00
Total 20854600 61.74 0.00 20454600 60.55 0.00 (1.19)

iii. Change In Promoters' Shareholding (Please Specify If There Is No Change)

SI. No. Shareholder's Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1 Mr. Varun Moolchandani
At the Beginning of the year 2030750 6.01 2030750 6.01
Sale of Shares 140000 Shares on 02.12.2014 1890750 5.60
Sale of Shares 260000 Shares on 03.12.2014 1630750 4.82
Reason for decrease Decrease in share from 2030750 equity shares to 1630750 equity shares due to sale of shares
At the End of the year 1630750 4.82

iv. Shareholding pattern of top ten Shareholders (other than directors Promoters andHolders of GDRs and ADRs):

SI. No.

Shareholding at the beginning of the year

Shareholding at the End of the year

For Each of the Top 10 Shareholders No. of Shares % of total Shares of the Company No. of Shares % of total Shares the Company
1 Gaurav Manocha 178000 0.53 178000 0.53
2 Sudhir Chukkapalli 145000 0.43 0 0.00
3 Meenakshi Aggarwal 117596 0.35 0 0.00
4 Ajay Bhalla 94000 0.28 5000 0.01
5 Jeevan Aggarwal 74155 0.22 0 0.00
6 Sharda Goyal 62332 0.18 82346 0.24
7 Sapna Kayan 60000 0.18 0 0.00
8 Manish Kumar Jain 52875 0.16 0 0.00
9 K M Shylaja 50751 0.15 0 0.00
10 Vinay Rao K 50000 0.15 50000 0.15

v. Shareholding of Directors and key Managerial Personnel:

SI. No. Name

Shareholding

Date Increase/Decrease In Shareholding Reason

Cumulative Shareholding during the year (01-04-14 To 31-03-2015)

No. of Shares at the beginning (01-04-14)/at the end of the year (31-03-2015) % of total Shares of the Company No. of Shares % of total Shares of the Company
A DIRECTORS
1 Mr. Anil Moolchandani Chairman and Managing Diredor 6793900 20.11 01-Apr-14 0 NIL movement during the year
6793900 20.11 31-Mar-15 6793900 20.11
2 Mr. Dilip Seth Director (Finance) & CFO 5375 0.015 01-Apr-14 0 Nil movement during the year
5375 0.015 31-Mar-15 5375 0.015
3 Mr. Pramod Arora Jt. Managing Director (Ceased to be director on 23-09-2014) 5000 0.014 01-Apr-14
(4900) Sale of shares
100 0.00 23-Sep-14 100 0.00
4 Mr. Vijayant Chhabra Executive Director (Ceased to be director on 16-05-2014) 19375 0.057 01-Apr-14 0 Nil movement during the year
19375 0.057 16-May-14 19375 0.057
5 Mr. Sunil Behl Independent Director 1000 0.002 01-Apr-14 0 Nil movement during the year
1000 0.002 31-Mar-15 1000 0.002
B KEY MANAGERIAL PERSONNEL
1 Mr.Vijayant Chhabra Chief Executive Officer (Appointed as Chief Executive Officer on 16-05-2014) 19375 0.057 16-May-14
(9500) Sale of shares
9875 0.029 31-Mar-15 9875 0.029
2 Mr. Vikas Kumar Tak Company Secretary 0 01-Apr-14
10 Purchase of Shares
10 0.00 31-Mar-15 10 0.00

V. INDEBTEDNESS

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

(In Rs.)

Particulars Secured Loans Unsecured Deposits Total Indebtedness Loans
Indebtedness at the beginning of the financial year
i) Principal Amount 86866409.72 - - 86866409.72
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 276330.00 - - 276330.00
Total (i + ii + iii) 87142739.72 - - 87142739.72
Change in Indebtedness during the financial year
• Addition net - - - -
Reduction net 21202146.42 - - 21202146.42
Net Change (21202146.42) - - (21202146.42)
Indebtedness at the end of the financial year
i) Principal Amount 65940593.30 - - 65940593.30
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i +ii + iii) 65940593.30 - - 65940593.30

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

(In Rs.)

SI.

No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total

Amount

Mr. Anil Moolchandani Chairman & Managing Director Mr. Dilip Seth Director (Finance) & CFO Mr. Pramod Arora (ceased to be director on 23.09.2014) Mr. Vijayant Chhabra (ceased to be director on 16.05.2014)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 4600300.00 2428800.00 2798980.00 368175.00 10196255.00
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 28800.00 21600.00 14400.00 3600.00 68400.00
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option - - - - -
3. Sweat Equity - - - - -
4. Commission - - - - -
- as % of profit
- Others specify...
5. Others please specify - - - - -
Total(A) 4629100.00 2450400.00 2813380.00 371775.00 10264655.00

B. Remuneration to other directors:

(In Rs.)

SI.

No.

Particulars of Remuneration

Name of Directors

Total Amount
Mr. Sunil Behl Mr. Prem Kumar Chadha Mr.Arun

Singhal

Mr.Ajit

Ganpatlal Shah (ceased to be director on 07.08.2014)

Dr. Bhavna Chadha (appointed as director on 07.08.2014) Mr. Deepak Thakkar (appointed as director on 07.08.2014)
1. Independent Directors
Fee for attending board /committee meeting 68500 47500 72500 7500 196000
Commission - - - - - - -
Others please specify - - - - - - -
Total(1) 68500 47500 72500 - 7500 - 196000
2. Other Non-Executive Directors
Fee for attending board / committee meetings _ _ _ _ _ 22500 22500
Commission - - - - - - -
Others please specify - - - - - - -
Total (2) - - - - - 22500 22500
Total (B)=(1+2) 68500 47500 72500 - 7500 22500 218500

C. Remuneration to key managerial personnel other than MD/Manager/WTD

(In Rs.)

SI. no. Particulars of Remuneration

Key Managerial Personnel

Mr. Vijayant Chhabra appointed as CEO w.e.f. 16.05.2014 Mr. Vikas Kumar Tak Company Secretary Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 2601825.00 1185597.00 3787422.00
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 25200.00 32400.00 57600.00
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 Nil Nil Nil
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission Nil Nil Nil
• as % of profit
• Others specify...
5 Others please specify Nil Nil Nil
Total 2627025.00 1217997.00 3845022.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief

Description

Details of Penalty/ Punishment /Compounding fees imposed Authority

[RD/NCLT/

COURT]

Appeal made if any (give details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

ANNEXURE 'C' TO THE DIRECTORS' REPORT

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Archies Limited

191 F Sector-4 IMT Manesar Gurgaon Haryana-122050

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Archies Limited (hereinaftercalled the company). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon. We have also relied on the Reports of the StatutoryAuditors and Internal Auditors drawn for the financial year under review whereverconsidered necessary.

Based on our verification of Archies Limited's books papers minute booksforms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit. We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on March 312015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Archies Limited for the financial year ended on March 31 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment.

We have also verified the compliances of the Company with the other statutes which arespecifically applicable to the Company as reported by the management thereof except tothe extent the same were in the scope of work of the Statutory Auditors and/or InternalAuditors.

We 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 Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange.

(iii) Depositories Act 1996

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations under the respective statutes as aforementioned.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the company has appointed a womanindependent director at its Board Meeting held on 7th August 2014.

for DAYAL & MAUR
Company Secretaries
SHAILESH DAYAL
Partner
Place : New Delhi FCS No. 4897
Date: 30thJuly 2015 CP No. 7142

ANNEXURE 'D' TO THE DIRECTORS' REPORT

NOMINATION AND REMUNERATION POLICY

Section 178 of the Companies Act 2013 ("Act") requires the Nominationand Remuneration Committee ("Committee") to recommend a policy fornomination of Directors KMP SM who report to the board of directors ("Board")and remuneration of Directors KMP SM and other employees. This policy has beenrecommended by the Nomination and Remuneration Committee and adopted by the Board at itsmeeting held on 20th May 2015. It will come into effect on 20th May 2015 and supersedesthe existing Compensation and Remuneration policy. The policy harmonises the requirementsof the Companies Act 2013 and the equity listing agreement entered into by the Companywith the stock exchanges on which its shares are listed ("ListingAgreement"). The Company considers its human resources as its invaluable assets.This policy has been formulated so as to align the aspirations of the employees with thegoals of the Company and with a view to provide an overall comprehensive framework tonominate Directors KMP and SM and pay fair and equitable remuneration to its DirectorsKMP SM and other employees.

For the purposes of this policy the following terms will have the meaning ascribed tothem below:

1. "Key Managerial Personnel or KMP" shall mean - (i) the ChiefExecutive Officer or the Managing Director or the Manager; (ii) the Company Secretary;(iii) the Whole-time Director; (iv) the Chief Financial Officer; and (v) such otherofficer as may be prescribed in the Act.

2. "Senior Management or SM" shall mean those personnel of theCompany who are members of its core management team excluding the Board comprising allmembers of management one level below the Executive Directors including the functionalheads.

PART A - NOMINATION POLICY

1. Eligibility Criteria for Nomination of Directors

1.1 A Director should:

• comply with the eligibility criteria stipulated in the Articles of Associationof the Company and Section 164 of the Act.;

• have relevant experience and track record in finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to Company's business and relevant to the role he / she is required toperform;

• possess the highest personal and professional ethics integrity values andstature; and

• be willing to devote sufficient time and energy in carrying out their duties andresponsibilities.

1.2 A Managing Director or Whole-time Director or Manager should in addition to theabove:

• fulfil the conditions specified in Section 196 read with Schedule V of the Act.

1.3 An independent Director should:

• comply with the eligibility criteria stipulated in the Articles of Associationof the Company Section 164 & 149(6) of the Act and Clause 49 of the Listing Agreement

2. Eligibility Criteria for Appointment of KMP and SM

2.1 A KMP and SM should:

• have relevant experience and track record in finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to Company's business and relevant to the role he / she is required toperform;

• possess the highest personal and professional ethics integrity and values; and

• devote sufficient time and energy in carrying out his / her duties andresponsibilities.

3. Diversity

3.1 The Company recognises and embraces the benefits of having a diverse Board andsees increasing diversity at Board level as an essential element in maintaining acompetitive advantage. A truly diverse Board will include and make good use of differencesin the skills regional and industry experience background race gender and otherdistinctions between Directors. The Committee will periodically review board diversity tobring in expertise and experience in diverse areas and disciplines to improve thestandards of corporate governance transparency and operational efficiency and riskmanagement. All Board appointments are made on merit in the context of the skillsexperience independence and knowledge which the Board as a whole requires to beeffective. The Committee will discuss succession planning and board diversity at the timeof nominating Directors. It will be the Committee's endeavour to have Board members fromdiverse backgrounds/disciplines including the following:

• Accounting;

• Corporate Finance;

• Legal;

• Corporate laws;

• Information Technology;

• Business Strategy;

• Engineering and

• Any other background/discipline as deemed necessary by the Committee.

4. Tenure of Directors

4.1 Directors shall:

• be liable to retire by rotation in accordance with the Act and the Articles ofAssociation of the Company;

• not hold office as a director including alternate directorship in more than 20companies at the same time provided that the maximum number of public companies in whicha person can be appointed as a director shall not exceed 10; and

• A Director shall not be a member in more than 10 committees or act as Chairmanof more than 5 committees across all companies in which he is a director. Furthermoreevery Director shall inform the Company about the committee positions he occupies in othercompanies and notify changes as and when they take place.

4.2 A Managing Director or Whole-Time Director or Manager:

• shall be appointed or re-appointed for a term not exceeding 5 years at a time;

• shall not be re-appointed 1 year before the expiry of his / her term; and

• shall retire at the age of 70 years unless his appointment is extended beyond 70years of age by passing a special resolution of the shareholders in accordance with theAct.

4.3 An Independent Director shall:

• hold office for a term up to 5 consecutive years on the Board of the Company andwill be eligible for re-appointment on passing of a special resolution by the Company anddisclosure of such appointment in the Board's report;

• notwithstanding the above not hold office for more than 2 consecutive termsbut shall be eligible for appointment after expiry of 3 years of ceasing to become anIndependent Director provided that during the said period of 3 years he is not appointedor associated with the Company in any other capacity either directly or indirectly. Forappointment of an existing Independent Director any tenure of the Independent Director onthe date of the commencement of the Act shall not be counted for his appointment asDirector under the Act;

• not serve as an independent director on the Board of more than 7 listedcompanies; or 3 listed companies in case such person is serving as a Whole-time Directorof a listed Company in accordance with Clause 49 of the Listing Agreement; and not beliable to retire by rotation.

5. Evaluation Criteria and Mechanism

5.1 The performance of the Directors shall be evaluated in the context of the Company'sperformance from a business and compliance perspective.

The criteria to be used in the evaluation of performance will be those duties andresponsibilities that the Board and the Director mutually agree upon. The evaluationcriteria may be supplemented when appropriate with specific initiatives projects orprofessional development objectives.

5.2 The Committee shall carry out evaluation of performance of every Director with aview to increase effectiveness as a governing body as well as participation of theIndependent Director on the Board proceedings. The evaluation process shall be led by theChairman of the Company who shall be supported by an Independent Director and the CompanySecretary for completion of the evaluation process which is as follows:

• Formal review shall be done on an annual basis and shall commence immediatelyupon completion of the previous financial year and shall be completed before the Boardmeeting at which the notice and agenda for the annual general meeting is approved by theBoard;

• Format for formal review shall consist of the form for (a) self appraisal and(b) Board evaluation as set out in [Annexure A];

• The Board evaluation form is to be distributed to all Board members well in timesuch that the evaluation process is completed before the Board meeting at which the noticeand agenda for the annual general meeting is approved by the Board; and

• Results of the evaluation to be discussed in the Board meeting at which thenotice and agenda for the annual general meeting is approved by the Board such that basisthe evaluation process recommendations of the Board for the re-appointment of theretiring Directors can be included in such notice and agenda for the annual generalmeeting.

PART B - REMUNERATION POLICY

1. Guiding Principles

1.1 The guiding principles of remuneration of the Directors KMP SM and otheremployees of the Company are:

• The level and composition of remuneration is competitive reasonable and alignedto market practices and trends to attract retain and motivate talent required to run theCompany successfully and ensure long term sustainability of the Company;

• The remuneration Committee considers pay and employment conditions with peers /elsewhere in the Competitive market to ensure that the pay structures are appropriatelyaligned and the levels of remuneration remain appropriate in this context.

• The remuneration to Directors KMP and SM has a fair balance between fixed andvariable pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals;

• Quantitative and qualitative assessments of performance are used to makinginformed judgments to evaluate performances;

• Sufficiently flexible to take into account future changes in industry andcompensation practice; and

• The pay takes into account both external market and achievements of Companyperformance targets to a balanced 'fair' outcome along with strong alignment of interestwith Stakeholders.

2. Remuneration to Managing Director or Whole-time Director or Manager

• The remuneration and increments thereon to be paid to the Managing Director orWhole-time Director or Manager shall be determined in accordance with the conditions laiddown in the Act.

• If in any financial year the Company has no profits or its profits areinadequate the Company shall pay remuneration to its Managing Director or Whole-timeDirector or Manager in accordance with the provisions of the Act read with rules madethereunder and Schedule V of the Act.

• If any Managing Director or Whole-time Director or Manager draws or receivesdirectly or indirectly byway of remuneration any such sums in excess of the limitsprescribed under the Act or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

• The total remuneration of the Managing Director or Whole-time Director orManager shall comprise of the following:

• A fixed base salary and fixed allowances;

• Retiral benefits; and

• Other benefits and reimbursements.

The details in relation to each component are set out in Part I of Annexure B. Anydeviation from the same shall be recorded in the minutes of the meeting of the Committeewith proper justification for the same.

3. Remuneration to Non-Executive Directors

• The remuneration to be paid to the non-executive Directors shall be determinedin accordance with the conditions laid down in the Articles of Association of the Companyand as per the Act and Clause 49 of the Listing Agreement.

• The total remuneration of the Non-executive Directors /Independent Directorsshall comprise of the following:

• Sitting Fee; and

They will also be entitled to reimbursement for out-of-pocket expenses. The details inrelation to each component are set out in Part II of Annexure B. Any deviation fromthe same shall be recorded in the minutes of the meeting of the Committee with properjustification for the same.

4. The remuneration compensation etc. to the Whole-time Director Managing Directorand Manager will be determined by the Committee and recommended to the Board for approval.The remuneration compensation etc. shall be subject to the prior or post approval of theshareholders of the Company and Central Government wherever required.

5. The remuneration compensation etc. to the KMPs SMs and other employees will bedetermined by the Company basis discussions with the Committee after taking into accountgeneral market practice performance of the Company and other relevant factors asprescribed by the Committee from time to time.

6. Insurance

Where any insurance is taken by the Company on behalf of its Directors Chief ExecutiveOfficer Chief Financial Officer the Company Secretary and any other employees forindemnifying them against any liability the premium paid on such insurance shall not betreated as part of the remuneration. Provided that if such person is proved to be guiltythe premium paid on such insurance shall be treated as part of the remuneration.

7. The Board of Directors may deviate from this policy if there are specific reasons todo so in an individual case. Any departure from the policy shall be recorded and reasonedin the Board's minutes.

8. The adequacy of this policy shall be reviewed and reassessed by the Committee atsuch intervals as the Committee deems appropriate and recommendations if any shall bemade to the Board to update the same from time to time.

ANNEXUREA

ARCHIES BOARD EVALUATION POLICY

The Company's board acknowledges its intention to establish "best practices"in board governance in order to fulfill its fiduciary obligation to the stakeholders. TheBoard believes the evaluation will lead to a closer working relationship among Boardmembers greater efficiency in the use of the Board's time and increased effectiveness ofthe Board as a governing body.

Copies of the evaluation form will be distributed to each Board Member and each Boardmember shall complete the forms and return them to the Company Secretary.

The Board has adopted the evaluation criteria and forms that are attached to thispolicy. These may be changed at any time by the Board.

ARCHIES BOARD MEMBER SELF EVALUATION

Criteria Yes No
1 I attend the Board and Committee meetings and I arrive on time and stay until meetings conclude.
2 I contribute to the discussion in a meaningful and helpful way listening to others and making my points concisely.
3 I avoid conflicts of interest and ask questions of the Board Chair or Executive Director if I am unsure if a conflict exists.
4 I read the materials distributed before the Board meeting so I can constructively participate and make timely decisions.
5 I work with the other Board members as a team striving for consensus when it is called for.
6 I work with the Executive Director in a way that creates an atmosphere of trust and cooperation.
7 I communicate governance and ethical problems to the Board Chair and Executive Director.

ARCHIES Board Evaluation

Performance Scale

4 -Outstanding 3 - Good

2 -Adequate

1 -Needs improvement

S. No. Criteria 4 3 2 1
Outstanding Good Adequate Needs Improvement
1. The Board engages in long-range strategic thinking and planning.
2. The Board stays abreast of issues and trends affecting the plan using this information to assess and guide the organization over the long term.
3. The Board ensures that new Board members receive a prompt thorough orientation.
4. Board meetings are conducted in a manner that ensures open communication meaningful participation and sound resolution of issues.
5. The Size and diversity of Board is appropriate.
6. Board members have the appropriate qualifications to meet the objectives of the board's charter including appropriate financial literacy.
7. The Board meeting agendas are well-balanced allowing appropriate time for the most critical issues.
8. Meetings are held with enough frequency to fulfill the board's duties and at least quarterly.
9. The board maintains adequate minutes of each meeting.
10. The Board and Committee meetings are of reasonable length.
11. The Committees are comprised of the right number and type of members.
12. The Committees report back to the Board as they should and do not exceed their authority.
13. The Board recognizes its policy-making role and reconsiders and revises policies as necessary.
14. Board members actively participate on business and financial issues and provide guidance on long term sustainable goals.
15. The Board is consistent about being prepared for meetings and staying engaged.
16. The Board reviews annual budget
17. The Board brings discussions to a conclusion with clear direction to staff.
18. The Board is collegial and polite during meetings.
Total Score

Annexure B Parti

Remuneration at ARCHIES

Guiding Principles

The level and composition of remuneration is competitive reasonable and aligned tomarket practices and trends to attract retain and motivate talent required to run theCompany successfully and ensure long term sustainability of the Company;

• The remuneration to Directors KMP and SM has a fair balance between fixed andvariable pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals;

• Quantitative and qualitative assessments of performance are used to makinginformed judgments to evaluate performances;

• Sufficiently flexible to take into account future changes in industry andcompensation practice; and

• The pay takes into account both external market and Company conditions to abalanced 'fair' outcome.

Executive Remuneration is a combination of Base Fixed and Variable Components toreflect the company's leadership position in the Industry and aligned to company'sstrategy

Summary of Components of Remuneration of the Executive Directors/Directors/KMP/SM &other employees as applicable

No. Components Key highlights
1 Base Salary including Fixed Allowances > A competitive fixed salary payable on a monthly basis
> Reflects individual's experience positioning and role within the Company
> Reviewed on an annual basis and changes implemented are effective from 1st April each year.
> Increases in Base Compensation are aligned with annual performance reviews and are competitive and comparable with industry benchmarks.
> Business and individual performance are taken into considered when setting/increasing the Base Salary
2 Variable Compensation > Variable component is payable on annual basis aligned to company's overall performance Department performance and individual performance.
3 Retiral Benefits (PF/Gratuity/SAF) > Provide for sustained contribution and social security post employment
In accordance with relevant statutory provisions
Accruals depending upon length of service
> Provident Fund - Contribution of 12% of the Basic amount each from Employee and Employer on optional basis
> Gratuity -15 days Basic Salary for every completed year of service (on last drawn Basic salary) with a minimum qualifying service period of 5 years
Not linked to any performance criteria but part of the total remuneration package
4 Other Benefits / > Market competitive employees benefits
Reimbursements In line with the market practices & reviewed periodically
> Based on level/designation as per policies of the company
> Not linked to any performance criteria
5 Notice period salary > As per policy/terms of employment

Part II

Remuneration of the Non-executive Directors / Independent Directors:

• Sitting Fee

The Non-executive / Independent Directors of the Company shall be paid sitting fees notexceeding the amounts prescribed in the Companies (Appointment and Remuneration ofManagerial Personnel) Rules under the Act.

• Reimbursement of out-of-pocket expenses

The Non-executive / Independent Directors shall be reimbursed for out of pocketexpenses for attending the Board Committee shareholders and creditors meetings.

• Letter of appointment

The appointment of Independent Directors shall be formalised through a letter ofappointment in compliance to the provisions of the Act and Clause 49 of the ListingAgreement inter-alia covering term of appointment role of Independent Director includingduties and responsibilities sitting fee etc.

ANNEXURE 'E' TO THE DIRECTORS' REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIESACT 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

S. No. Requirements Disclosure
Name of the Director Ratio
1 The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; Mr. Anil Moolchandani 27.78:1
Mr. Dilip Seth 18.87:1
1. Sitting Fees paid to the Directors have not been considered as remuneration
2 Figures have been rounded off wherever necessary
2 The percentage increase in remuneration of each director. Chief Financial Officer Chief Executive Officer Company Mr. Anil Moolchandani - Chairman & Managing Director 2.00%
Secretary or Manager if any in the financial year; Mr. Dilip Seth- Director (Finance) & CFO *
Mr. Vijayant Chhabra- Executive Director upto 16.05.2014 and was appointed as CEO w.e.f 16.05.2014 **
Mr. Vikas Kumar Tak- Company Secretary 4.00%
Mr. Pramod Arora- Jt. Managing Director ***
* Details not given as Mr. Dilip Seth was a Director only part of the financial year 2013-14 i.e. w.e.f August 072013
** Details not given as Mr. Vijayant Chhabra was a Director only part of the financial year 2014-15 i.e. upto May 162014 and was appointed as CEO w.e.f May 162014
*** Details not given as Mr. Pramod Arora was a Director only for part of the financial year 2014-15 i.e. upto September 232014
3 The percentage increase in the median remuneration of employees in the financial year; During Financial year 2015 there was an increase of 7% in the median remuneration of employees.
4 The number of permanent employees on the rolls of company; There was 1398 permanent employees on the rolls of the Company as on March 312015.
5 The explanation on the relationship between average increase in remuneration and company performance; The Average increase is based on the objectives of Remuneration policy of the policy that is designed to attract motivate and retain employee who are the drivers of organization success and helps the Company to retain its industry competitiveness.
6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company; a % Decrease in Net Sales in 2014-15 as compared to 2013-14 0.31%
b % Decrease in PAT in 2014-15 as compared to 2013-14 21.36%
C % Decrease in EBITDA in 2014-15 as compared to 2013-14 0.45%
For comparison purpose the percentage increase in rer of KMP is given in Rule no. (2) above nuneration

 

7 Variations in the market capitalization of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer. Financial Year Ended Closing Share Price (NSE) Market Capitalization Price Earning Ratio
31.03.2015 Rs. 19.00 Rs. 64.18 Crores Rs. 15.57
31.03.2014 Rs. 16.85 Rs. 56.92 Crores Rs. 10.87

Closing Share price as on 31st March 2015 was Rs. 19.00. Archie's offer price duringits public issue in 1996 was Rs. 70. However these are not comparable as Archies has donestock splits and issued Bonus shares during the intervening period.

8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 4% whereas the increase in managerial remuneration was 3%.
9 Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company a % Decrease in Net Sales in 2014-15 as compared to 2013-14 0.31%
b % Decrease in PAT in 2014-15 as compared to 2013-14 21.36%
C % Decrease in EBITDA in 2014-15 as compared to 2013-14 0.45%
For comparison purpose the percentage increase in remuneration of KMP is given in Rule no. (2) above
10 The key parameters for any variable component of remuneration availed by the directors; Not Applicable
11 The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; Not Applicable
12 Affirmation that the remuneration is as per the It is hereby affirmed that the remuneration paid during the year
remuneration policy of the company. 2014-15 is as per the Remuneration policy of the Company

ANNEXURE 'F'TO THE DIRECTORS' REPORT ANNUAL REPORT DETAILS OF THE CSR ACTIVITY

CORPORATE SOCIAL RESPONSIBILITY

During the year Company has constituted Corporate Social Responsibility Committee (CSRCommittee) pursuant to section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 are provided herein below:

S. No. Particulars Remarks
1. A brief outline of the company's CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs The CSR Policy was approved by the Board of Directors on
16th May 2014 and has been uploaded on the company's website.
The Company spent Rs. 700000/- towards Community Development during the year ending 31.03.2015.
During the current year company proposes to take up the cause of education and rural development.
The web link is http://www.archiesonline.com/htdocs/csr.pdf
2 The Composition of the CSR Committee The Composition of the CSR Committee
Mr. Sunil Behl- Chairman
Mr. Anil Moolchandani- Member
Mr. Dilip Seth-Member
3 Average net profit of the company for last three financial year Rs. 107074870.20/-
4 Prescribed CSR Expenditure (two percent of the amount as in item 3 above). Rs. 2141497/-
5 Prescribed CSR Expenditure spent during the financial year 2014-15
a) Total amount to be spent for the financial year 2014-15 Rs. 2141497/-
b) Amount unspent if any Rs. 1441497/-

c) Manner in which the amount spent during the financial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)
S. No. CSR Project or activity identified Sector in which the project is covered (clause no. of Schedule VII of the Companies Act 2013) Projects or programs (1) Local area or other (2) Specify the the State and district where project or programs was undertaken Amount outlay (budget) project or program wise. Amount spent on the projects or programs

Sub-heads:

1) Direct expenditure on projects or programs 2) Overheads

Cumulative Expenditure upto the reporting period Amount spent: Direct or through implementing agency
1. Community Development CL. (x) rural development projects Odhisha Bargarh Rs. 700000/- Rs. 700000/- Rs. 700000/- Implementing Agency- CRY-Child Rights And You

6. In case the Company has failed to spend the two percent of the average net profitof the last three financial years or any part thereof the Company shall provide thereasons for not spending the amount in its Board report

The Company was in the process of selecting suitable projects for CSR.

7. The Chairman of the CSR Committee has given a responsibility statement on behalf ofthe CSR Committee that the implementation and monitoring of CSR Policy is in compliancewith CSR objectives and policy of the Company.

(Mr. Dilip Seth) (Mr. Sunil Behl)
Director (Finance) & CFO Chairman CSR Committee
July 312015
New Delhi

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