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Directors Report of Archies Ltd.

Mar 31, 2018

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

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)

Mar 31, 2016

DIRECTORS REPORT

To The Members,

The Directors have great pleasure in presenting Twenty Sixth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2016.

PERFORMANCE REVIEW

During the year under review your Company recorded a turnover of Rs, 19472.93 lacs as compared to Rs, 19568.80 lacs in the previous year showing a decrease of 0.49%. The net profit before tax stood at Rs, 418.10 lacs in the current financial year as against Rs, 631.92 lacs in the previous financial year, showing a decrease of 33.84%.

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

- The Turnover of the gift segment is Rs, 12735.26 lacs as compared to Rs, 12172.28 lacs previous year, up by 4.63%.

- The Turnover of the Greeting card segment is Rs, 3736.41 lacs as compared to Rs, 4207.05 lacs previous year, down by 11.19%.

- The stationery sale is Rs, 2861.71 lacs as compared to Rs, 3051.73 lacs in the previous year, down by 6.23%.

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

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED

(Rs, in Lacs)

	31 MARCH 2016	31 MARCH 2015
Income from Operations	19472.93	19568.80
Other Income	211.30	166.14
Total Expenditure	18531.63	18166.53
Operating profit (PBDIT)	1152.60	1568.41
Interest & finance charge	273.38	296.72
Depreciation	461.12	639.77
Profit before Tax (PBT)	418.10	631.92
Provision for taxation
Current	132.59	218.02
Deferred	(3.76)	1.66
Profit after Tax	289.27	412.24
APPROPRIATIONS
Transfer to General Reserve	NIL	100.00
Final Dividend (Proposed)	NIL	101.34
Tax on Proposed Dividend	NIL	20.26
Provision for Corporate Social Responsibility Activities	17.59	21.41
Profit Carried Forward	271.68	169.23

DIVIDEND

RETAIL EXPANSION

The Company continues its efforts to boost sales through different promotional schemes and campaigns and continued its effort to open retail outlets across India in Malls as well as on high Streets. The Company opened total 8 retail stores. As on 31st March 2016 the numbers of company owned / managed stores were 229.

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

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges and 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

(i) That in the preparation of the annual accounts for the year ended 31st March 2016, 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 31 st March, 2016 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. DeepakThakkar retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

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 Clause-49 of Listing Agreement and as per SEBI (Listing obligations and Disclosure Requirements), Regulations 2015 with the Stock Exchanges.

The Board of Directors in its meeting held on 23rd May 2016, approved the re-appointments of following directors as under: -

a) Mr. DeepakThakkar was re-appointed as Non-Executive Director of the Company for a further period of 1 (one) year with effect 06.08.2016.

b) Mr. Dilip Seth was re-appointed as Whole Time Director (Director Finance & CFO) of the Company for a further period of 1 (one) year with effect 06.08.2016.

c) Dr. Bhavna Chadha was re-appointed as Independent Woman Director(Non Executive), of the Company for a further period of 3 (three) years with effect 06.08.2016.

d) Mr. Anil Moolchandani was re-appointed as Chairman and Managing Director of the Company for a further period of 1 (one) year with effect 30.06.2016.

* Mr. Jagdish Moolchandani was appointed as Director (Executive) of the Company w.e.f. 10th August 2016 for a period of 3 (three) years.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No.	Name	Designation
1.	Mr. Anil Moolchandani¹	Chairman and Managing Director
2.	Mr. Dilip Seth*	Director (Finance) & CFO
3.	Mr. Vijayant Chhabra²	Chief Executive Officer
4.	Mr. Seshan Ranganathan³ (appointed as Chief Executive Officer w.e.f. 09.08.2016)	Chief Executive Officer
5.	Mr. Vikas Kumar Tak (Resigned from the post of Company Secretary w.e.f. 20.05.2015)	Company Secretary
6.	Mr. Pankaj Kamra (Resigned from the post of Company Secretary w.e.f. 09.02.2016)	Company Secretary
7.	Mr. Gautam (appointed as Company Secretary w.e.f. 09.02.2016)	Company Secretary

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, clause 49 of the Listing agreement, 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.

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.

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 2015-16 forms part of the Corporate Governance Report. AUDITORS

M/s. Uberoi Sood and Kapoor, Chartered Accountants (FRN 001462N), the Statutory Auditors of the company hold office up to the forthcoming Annual General Meeting of the company and are eligible for re-appointment and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

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

The Board of Directors have recommended to appoint M/s. Uberoi Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the Company to audit the accounts of the Company for the financial year 2016-17.

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 ans SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has an Internal Financial Control system in relation to the policies and procedures adopted 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

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

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 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 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 salary more than Rs, 5,00,000/- per month or Rs, 60,00,000/- in a year as required under the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 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 Clause 49 of the Listing Agreement comprising Mr. Sunil Behl (Chairperson), Mr. Prem Kumar Chadha and Mr. Arun Singhal as members of the Committee. 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- http://www.archiesonline.com/htdocs/nomination-remuneration.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 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, http://www.archiesonline.com/htdocs/csr.pdf

During the year, the Company has spent Rs, 32,00,000/- on CSR activities. The Annual Report on CSR activities is annexed herewith as Annexure - F.

FAMILIARIZATION PROGRAMMES FOR INDEPENDENT DIRECTORS

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 the revised Clause 49 of the Listing Agreement, 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, http://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 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, http://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, 2016 comprises Independent Directors namely Mr. Sunil Behl, Mr. Arun Singhal and Mr. Prem Kumar Chadha. All the recommendations made by the Audit Committee were accepted by the Board.

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, http://www.archiesonline.com/htdocs/transactionPolicy.pdf

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

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.

ACKNOWLEDGEMENT

For and on behalf of the Board

Place : Delhi Anil Moolchandani

Date : August 09,2016 Chairman and Managing Director

(DIN - 00022693)

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting twenty fifth annual report of the company 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 Lacs as compared to Rs. 19629.55 Lacs in the previous year, down by 0.31%. The net profit for the same period stands at Rs. 412.24 Lacs as compared to net profit of Rs. 524.24 Lacs in the previous year.

In the challenging market scenario there has been slight dip in the Sales and the Profitability 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. 12343.93 lacs previous year, down by 1.39%.

* The Turnover of the greeting card segment is Rs. 4207.05 Lacs as compared to Rs. 4553.80 lacs previous year, down by 7.61%.

* The stationery sale is Rs. 3051.73 Lacs as compared to Rs. 2599.86 Lacs in the previous year, up by 17.38%.

The Company owned / managed stores have significantly contributed towards turnover and the 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 fully paid-up equity share of Rs. 2/- for the year ended 31st March, 2015. The dividend will entail an outflow of Rs. 101.34 Lacs excluding taxes. The dividend, in the opinion of the board represents a prudent balance between the need for the company to reward its shareholders as well as the need to plough back the profits for the Company's own requirements.

RETAIL EXPANSION

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

The Company during the year took steps to improve sales and profitability by revamping its E-commerce platform, "archiesonline.com" by making it more user friendly and in line with the existing indian e-commerce websites to attract more customers. Company has also tied up with various E-retailers who have vast presence in the virtual space like Flipkart, Snapdeal, E-India Store, Groupon India, Saffron Art Pvt. Ltd., Gift A love.com, Phoolwala.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. With expectation of improvement in economy, your Company has plans to open 25 more stores including Archies & Hallmark Stores during the year 2015-16.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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(5) of the Companies Act, 2013:

(i) That in the preparation of the annual accounts for the year ended 31 st March 2015, 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, 2015 and of the profit of the Company for the year ended on that date;

(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, atleast 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. Dilip Seth retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

During the year under review, the Company appointed Mr. Sunil Behl, Mr. Prem kumar Chadha and Mr. Arun Singhal as Independent Directors of the Company for a period of five consecutive years and Mr. Deepak Thakkar as Non Independent Director of the Company for a period of two years.

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

Dr. Bhavna Chadha was appointed as Independent Director of the Company pursuant to Section 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 as director, retired at the previous Annual General Meeting held on 23rd September 2014.

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 Clause -49 of Listing Agreement with the Stock Exchanges.

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. Name Designation No.

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 Company Secretary w.e.f 20.05.2015)

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 Listing agreement, 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. The Board of Directors expressed their 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 Year 2014-15 forms part of the Corporate Governance Report.

AUDITORS

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

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

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

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

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 thereunder, the Board has appointed M/s. Dayal & Maur, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 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 salary more than Rs. 5,00,000/- per month or Rs. 60,00,000/- in a year as required under the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 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 Clause 49 of the Listing Agreement comprising Mr. Sunil Behl (Chairperson), Mr. Prem Kumar Chadha and Mr. Arun Singhal as members of the Committee. 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.

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 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 also available on our website at the link, http://www.archiesonline.com/htdocs/csr.pdf

During the year, the Company has spent Rs. 7,00,000/- on CSR activities and the balance unspent amount of Rs. 14,41,497 will be spent in the financial year 2015-16 due to reason that the Company was in the process of selecting suitable projects for CSR. The Annual Report 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 in accordance with the provisions of the Companies Act 2013 and as per the revised Clause 49 of the Listing Agreement, 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 behaviour, 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, http://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 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, http://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, 2015 comprises Independent Directors namely Mr. Sunil Behl, Mr. Arun Singhal and Mr. Prem Kumar Chadha. All the recommendations made by the Audit Committee were accepted by the Board.

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, http://www.archiesonline.com/htdocs/transactionPolicy.pdf.

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

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.

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 : 05 August, 2015 Chairman-cum-Managing Director

Mar 31, 2014

To The Members,

The Directors have great pleasure in presenting Twenty Fourth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

FORTHE YEAR ENDED (Rs. in Lacs) 31st March 2014 31st March 2013

Income from Operations 19630.89 20127.74

Other Income 91.70 23.93

Total Expenditure 18164.36 18388.50

Operating Profit (PBDIT) 1558.23 1763.17

Interest & Finance Charge 277.77 224.80

Depreciation 510.45 487.49

Profit before Tax (PBT) 770.01 1050.88 Provision for taxation

Current 222.62 350.39

Deferred 23.15 (0.26)

Net Profit / (Loss) (PAT) 524.24 700.75

APPROPRIATIONS

Transfer to General Reserve 150.00 150.00

Final Dividend (Proposed) 135.12 135.12

Tax on Dividend 22.96 22.96

Profit carried to Balance Sheet 216.16 392.67

PERFORMANCE REVIEW

During the year under review your Company recorded a turnover of Rs. 19630.89 Lacs as compared to Rs. 20127.74 Lacs in the previous financial year, down by 2.47%. The Net Profit for the same period stands at X 524.24 Lacs as against Net profit of Rs. 700.75 Lacs in the previous year.

In the challenging market scenario there has been slight dip in the Sales and the Profitability of the Company. The turnover of the company constitutes of:

- The Turnover of the Gift segment is Rs. 12343.93 Lacs as compared to Rs. 12486.48 Lacs previous year, down by 1.14%.

- The Turnover of the Greeting card segment is Rs. 4553.80 Lacs as compared to Rs. 4854.56 Lacs previous year, down by 6.20%,

- The stationery sale is Rs. 2599.86 Lacs as compared to X 2613.29 Lacs in the previous year, down by 0.51 %.

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

RETAIL EXPANSION

The Company continues its efforts to boost sales through different schemes and campaigns and continued its effort to open retail outlets across India in Malls as well as on high Streets. The Company opened total 35 retail stores. As on 31st March, 2014 the number of company owned/managed stores were 240.

The Company during the year took steps to improve profitability of non performing stores and management took the bold step to close

32 non performing stores during the year, majority of which were incurring loses. Company had to vacate few stores due to expiry of lease period. In some performing stores where lease has expired or is going to expire, management is in talks with the owners for extension of lease and is also looking for alternative location for the outlets in the same mall or high street accordingly,

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 including Archies & Hallmark Stores during the year 2014-15.

DIVIDEND

Board of Directors recommended a dividend of 20% equivalent to Rs. 0.40/- on each fully paid-up equity share of Rs. 21- for the year ended 31st March, 2014. The dividend will entail an outflow of Rs. 135.12 Lacs excluding taxes. The dividend, in the opinion of the Board represents a prudent balance between the need for the Company to reward its shareholders as well as the need to plough back the profits for the Company''s own requirements.

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

The information as required under section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' to the Directors'' Report.

PARTICULARS OF EMPLOYEES

None of the Employees drew salary more than Rs. 5,00,000/- per month or Rs. 60,00,000/- in a year as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,

DIRECTORS

Pursuant to the provisions of relevant provisions of Companies Act, 1956, Mr. Dilip Seth was appointed as an Additional Director on 7th August, 2013 and he holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing Mr. Dilip Seth as Whole Time Director of the Company. Pursuant to Section 203 of Companies Act, 2013 Mr. Dilip Seth was also appointed as CFO of the Company w.e.f. 16th May 2014 and is now designated as Director (Finance) and CFO,

Mr. Vijayant Chhabra, Whole time Director, resigned as Director and was appointed as Chief Executive Officer with effect from 16th May, 2014 of the Company pursuant to Section - 203 of Companies Act, 2013. The Board placed on records its appreciation and gratitude for his guidance and contribution to the Company and was confident that his stint as CEO of the Company will held the company to reach new levels.

The Companies Act, 2013 provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the company.

Pursuant to Section 149 of the Companies Act, 2013 the Board of Directors recommends the reappointment of Mr. Sunil Behl, Mr. Prem Kumar Chadha and Mr. Arun Singhal as Independent Director for another term of five years.

During the year Dr. Bhavna Chadha was appointed as additional director on 7th August 2014 and holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing Dr. Bhavna Chadha as ndependent Director of the Company pursuant to Section 149 of Companies Act, 2013 for two years.

During the year Mr. Deepak Thakkar was appointed as additional director on 7th August 2014 and holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing Mr. Deepak Thakkar as Non Executive Director of the Company for a period of two years pursuant to the relevant provisions of Companies Act, 2013, Mr. Ajit Ganpatlal Shah Independent Director of the Company had conveyed his intention not to continue on Board due to his preoccupation and has been relieved from the post of independent director w.e.f 7th August, 2014.

Mr. Pramod Arora, Jt. Managing Director who was eligible for reappointment but has not offered himself for reappointment as director due to personal reasons.

The Company has received declarations from all the independent directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of Companies Act, 2013 and under Clause - 49 of listing Agreement with the Stock Exchanges.

AUDITORS

M/s Uberoi Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting of the company and are eligible for reappointment and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

The Company has received letter from them that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors have recommended to appoint M/s Uberoi Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the Company for next three years till the financial year 2016-17,

The Notes of Financial Statements referred to in the Auditor''s Report are self explanatory and do not call for any further comments.

COST AUDITORS

The Board of Directors have appointed Cost Auditors-M/s. Harish Bhagat & Associates, Cost Accountants in compliance with section 148 of Companies Act, 2013 and relevant rules applicable for appointment of Cost Auditor. However as per the new Companies (Cost Records and audit) Rules, 2014 the appointment of Cost Auditor is not required for your company. The Board have decided in their meeting held on 7th August, 2014 not to appoint cost auditor in the general meeting as the provisions are not applicable on the Company,

CORPORATE SOCIAL RESPONSIBILITY

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 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 Corporate Social Responsibility Policy (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.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975. No Public Deposits were pending for repayment,

INDUSTRIAL RELATIONS

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

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 217(2AA) of the Companies (Amendment) Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31st March 2014, 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 of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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.

ACKNOWLEDGMENT

Your Directors would like to take this opportunity to express their sincere thanks to its valued franchisees, distributors, C & F agents, collaborators, bankers 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 Pramod Arora Date : 07th August, 2014 Chairman-cum-Managing Jt. Managing Director Director

Mar 31, 2013

To The Members,

The Directors have great pleasure in presenting Twenty Third Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2013,

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED (Rs. in Lacs) 31st March 2013 31st March 2012

Income from Operations 20127.72 20113.12

Other Income 36.95 86.03

Total Expenditure 18401.50 17972.48

Operating Profit (PBDIT) 1763.17 2226.67

Interest & Finance Charge 224.80 376.29

Depreciation 487.49 459.04

Profit before Tax (PBT) 1050.88 1391.34

Provision for taxation

Current 350.39 371.50

Deferred (0.26) 69.69

Net Profit / (Loss) (PAT) 700.75 950.15

APPROPRIATIONS

Transferto General Reserve 150.00 150.00

Final Dividend (Proposed) 135.12 135.12

Tax on Dividend 22.96 21.92

Profit carried to Balance Sheet 392.67 643.11

PERFORMANCE REVIEW

During the year under review your Company recorded a turnover of Rs. 20127.72 Lacs as compared to Rs. 20113.12 Lacs in the previous financial year, up by 0.07%. The Net Profit for the same period stands at Rs. 700.75 Lacs as against Net profit of Rs. 950.15 Lacs in the previous year.

In the challenging market scenario Your Company has managed to maintain marginal improvement in the turnover but there has been dip in the Profitability. The turnover of the company constitutes of:

- The Turnover of the Gift segment is Rs. 12486.48 Lacs as compared to Rs. 12320.72 Lacs previous year, up by 1.35%.

- The Turnover of the Greeting card segment is - 4854.56 Lacs as compared to Rs. 5291.01 Lacs previous year, clown by 8.25%,

- The stationery sale is Rs. 2613.29 Lacs as compared to Rs. 2355.04 Lac in the previous year, up by 10.97%.

The Company owned 1 managed stores have significantly contributed towards turnover and the profits.

RETAIL EXPANSION

The Company continues its efforts to boost sales through different schemes and campaigns and continued its effort to open retail outlets across India in malls as well as on high Streets. The Company opened total 35 retail stores and closed 22 non performing stores during the year. As on 31st March, 2013 the number of company owned/managed stores were 238.

Your Company will continue with its efforts to open new outlets across India. It has plans to open 45 more stores including Archies & Hallmark Stores during the year 2013-14,

DIVIDEND

Board of Directors recommended a dividend of 20% equivalent to Rs. 0.40/- on each fully paid-up equity share of Rs. 21- for the year ended 31st March, 2013. The dividend will entail an outflow of Rs. 135,12 Lacs excluding taxes, The dividend, in the opinion of the Board represents a prudent balance between the need for the Company to reward its shareholders as well as the need to plough back the profits for the Company''s own requirements.

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

The information as required under section 217 (1}{e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ''A'' to the Directors'' Report.

PARTICULARS OF EMPLOYEES

None of the Employees drew salary more than Rs. 5,00,000/- per month or Rs. 60,00,000/- in a year as required under the provisions of Section 217 (2A) of the Companies. Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Mr. Arun Singhal retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Jagdish Moolchandani a Director of the Company who retires by rotation at the ensuing Annual General Meeting has conveyed his desire not to offer himself for re-appointment.

AUDITORS

M/s Uberoi Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting of the company and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

COST AUDITORS

The Company has appointed Cost Auditors-M/s. Harish Bhagat & Associates, Cost Accountants in compliance with Companies (Cost Accounting Records) Rules, 2011 and Companies (Cost Audit Report) Rules, 2011 and pursuant to CAB Order No. F,No. 52/26/CAB-2010 dated 30th June 2011 issued by the Cost Audit Branch under Ministry of Corporate Affairs. The Cost Audit Report shall be filed by the Cost Auditors in the due course for the FY 2012-13.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1S75. No Public Deposits were pending for repayment.

INDUSTRIAL RELATIONS

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

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 217(2AA)of the Companies (Amendment) Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31st March 2013, 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 of the state of affairs of the Company as at 31st March, 2013 and of the profit or loss of the Company for the year ended on that date;

{Hi}. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Ad, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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 new 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.

ACKNOWLEDGMENT

Your Directors would like to take this opportunity to express their sincere thanks to its valued franchisees, distributors, C & F agents, collaborators, bankers 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 An Pramod Arora

Date '' 16th Mav 2013 Chairman-cum-Managing Director Joint Managing Director

Mar 31, 2012

The Doctors have great pleasure in presenting Twenty Second Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED (Rs. in Lacs)

31st March 31st March 2012 2011

Income from Operations 20113.12 18818.77

Other Income 86.03 119.25

Total Expenditure 18066.54 16695.40

Operating Profit (PBDIT) 2132.61 2242.62 Interest 282.23 188.41

Depreciation 459.04 453.26

Profit before Tax (PBT) 1391.34 1600.95

Provision for taxation

Current 371.50 494.73

Deferred 69.69 23.48

Net Profit/(Loss) (PAT) 950.15 1082.74

APPROPRIATIONS

Transfer to General Reserve 150.00 150.00

Final Dividend (Proposed) 135.12 135.12

Tax on Dividend 21.92 21.92

Profit carried to Balance Sheet 643.11 775.70

PERFORMANCE REVIEW

Tough and challenging year led to not meeting growth targets. During the year under review your Company recorded a turnover of Rs. 20113.12 Lacs as compared to Rs. 18818.77 Lacs in the previous financial year, up by 6.88%. The Net Profit for the same period stands at Rs. 950.15 Lacs as against Net profit of Rs. 1082.74 Lacs in the previous year.

The turnover of the company has increased due to the following factors:

- The Turnover of the Gift segment is Rs. 12320.72 Lacs as compared to Rs. 11276.12 Lacs previous year, up by 9.26%.

- The Turnover of the Greeting card segment is Rs. 5291.01 lacs as compared to Rs. 5164.68 Lacs previous year, up by 2.45%.

- The stationery sale is Rs. 2355.04 Lacs as compared to Rs. 2208.75 Lacs in the previous year, up by 6.62%.

The Company owned/managed stores have significantly contributed towards the growth of turnover and the profits.

RETAIL EXPANSION PLAN

During the year under review, the Company continued with its efforts to expand its retail outlets emphasizing more on high street shops. The Company made efforts to boost sales through different schemes and campaigns. The Company opened total 44 retail stores and dosed 19 non performing stores during the year. As on 31st March, 2012 the number of company owned/managed stores were 225. Your Company has plans to open 45 more stores during the year 2012-13 including Hallmark Stores.

DIVIDEND

Board of Directors recommended a dividend of 20% equivalent to Rs. 0.40/- on each fully paid-up equity share of Rs. 2/- for the year ended 31st March, 2012. The dividend will entail an outflow of Rs. 135.12 Lacs excluding taxes. The dividend, in the opinion of the Board represents a prudent balance between the need for the Company to reward its shareholders as well as the need to plough back the profits for the Company's own requirements.

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

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure 'A' to the Directors' Report.

PARTICULARS OF EMPLOYEES

None of the Employees drew salary more than Rs. 5,00,000/- per month or Rs. 60,00,000/- in a year as required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Mr. Sunil Behl and Mr. Ajit Ganpatlal Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment

During the year under review, Mr. Rohinton H. Kanga, due to health reasons resigned from the Board of Directors w.e.f 01st August, 2011. Mr. Prem Kumar Chadha who has varied experience & exposure was appointed as additional director of the Company by the Board of Directors pursuant to Section 260 of the Companies Act, 1956 w.e.f. 14th November, 2011. Mr. Prem Kumar Chadha will act as Independent Non Executive Director.

Mr. Prem Kumar Chadha who has been appointed as an Additional Director of the Company by the Board of Directors under Section 260 of the Companies Act, 1956 will hold office upto the date of this Annual General Meeting. The company has received notice in writing signifying their intention to propose the appointment of Mr. Prem Kumar Chadha for the office of director of the Company. Your directors have recommended the resolution for the approval of shareholders.

AUDITORS

M/s. Uberoi Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting of the company and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975. No Public Deposits were pending for repayment.

INDUSTRIAL RELATIONS

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

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 217(2AA) of the Companies (Amendment) Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31st March 2012, 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 of the state of affairs of the Company as at 31st March, 2012 and of the profit or loss of the Company for the year ended on that date;

(ii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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 new 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.

ACKNOWLEDGMENT

Your Directors would like to take this opportunity to express their sincere thanks to its valued franchisees, distributors, C & f agents, collaborators, bankers 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

Sd/- Sd/-

Anil Moolchandani Pramod Arora Chairman-cum-Managing Director Joint Managing Director

Place: Delhi Date: 01st August, 2012

Mar 31, 2010

The Directors have great pleasure in presenting this Twentieth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED

(Rs. in Lacs) 31st March 2010 31st March 2009

Net Sales 15621.05 13870.54

Other Income 82.09 94.10

Total Expenditure 13906.72 12731.61

Operating Profit (PBDIT) 1796.42 1233.03

Interest 132.37 162.08

Depreciation 326.42 301.95

Profit before Tax (PBT) 1337.63 186.39 Provision for taxation

Current 433.00 238.40

Fringe Benefit Tax 0.00 22.50

Deferred 24.42 34.16

Net Profit / (Loss) (PAT) 880.21 (108.67)

APPROPRIATIONS

Transfer to General Reserve 100.00 0.00

Final Dividend (Proposed) 135.12 0.00

Tax on Dividend 22.96 0.00

Profit/(Loss) carried to Balance Sheet 622.13 (108.67)

PERFORMANCE REVIEW

During the year under review your Company recorded a turnover of Rs. 15621.05 lacs as compared to Rs. 13870.54 lacs in the previous financial year, up by 12.62%. The Net Profit for the same period stands at Rs. 880.21 lacs at against Net Loss of Rs. (108.67) lacs.

The sale of greeting cards during the current year stands at Rs. 4610.30 lacs (in value) and 309.64 lacs Nos. (in volume) as against Rs. 4429.72 lacs (in value) and 392.83 lacs Nos. (in volume) in the previous year, which is up by 4.08%.

The gifts sale has increased to Rs. 9004.40 lacs as compared to Rs. 7693.69 lacs in the previous year, which is up by 17.03%.

The turnover of the company has increased due to the following factors.

- The Turnover of the Gift segment was Rs. 9004.40 lacs as compared to Rs. 7693.69 lacs, up by 17.03%.

- TheTurnover of the Greeting card segment was Rs. 4610.30 lacs as compared to Rs. 4429.72 lacs, up by 4.08%.

- The stationery sale was Rs. 1883.13 lacs as compared to Rs. 1581.76 lacs in the previous year, up by 19.05%.

The Company owned / managed stores have significantly contributed towards the growth of turnover and the profits.

RETAIL EXPANSION PLAN

During the year under review, the Company continued with its efforts to expand its retail outlets emphasizing more on high street shops. The Company made efforts to boost sales through different schemes and campaigns. The Company opened total 48 retail stores and closed 7 non performer stores during the year. As on 31st March, 2010 the number of company owned/managed stores was 160. Your Company has plans to open 30 more stores during the year 2010-11.

DIVIDEND

Your Directors recommend a dividend of Rs. 21- per fully paid-up equity share for the year ended 31 st March, 2010.The dividend will entail an outflow of Rs. 135.12 Lacs. The dividend, in the opinion of the Board represents a prudent balance between the need for the Company to reward its shareholders as well as the need to plough back the profits for the Companys own requirements.

SPUTING OF EQUITY SHARES

The Board of Directors in their meeting held on 29.05.2010 recommended to split each equity share of face value of Rs. 10/- each into 5 equity shares of face value of Rs. 21- each. Splitting of equity shares will provide more liquidity, less volatility and broad base of small investors.

Splitting of equity shares into 5 equity shares of face value of Rs. 21- each is recommended for consideration of the shareholders in the ensuing Annual General Meeting.

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

The information as required under section 217 (1)(e)of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure A to the Directors Report.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B to this report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Mr. Jagdish Moolchandani and Mr. Ajit Ganpatlal Shah retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Uberoi, Sood and Kapoor, Chartered Accountants, the Statutory Auditors of the company retire at the conclusion of the ensuing Annual General Meeting of the company and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

PUBLIC DEPOSITS

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975. No Public Deposits were pending for repayment.

INDUSTRIAL RELATIONS

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

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 217(2AA) of the Companies (Amendment) Act, 2000:

(i) That in the preparation of the annual accounts for the year ended 31st March 2010, 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 of the state of affairs of the Company as at 31 st March, 2010 and of the profit or loss of the Company for the year ended on that date;

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance and Management Discussion and Analysis Report together with a certificate from the Companys Auditors confirming compliance is set out in the annexure forming part of this report.

In compliance with the new 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 Companys website.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE UNION CAPITAL TERRITORY OF DELHI TO THE STATE OF HARYANA

The Board of Directors at its meeting held on 17th April 2010 decided to shift its registered office of the Company from the Union Capital

Territory of Delhi to the State of Haryana to have better control and coordination over the operations and to carry out activities of the company more economically, conveniently and efficiently. The Company obtained necessary approval from the shareholders vide special resolution dated 24.05.2010 with 99.91% votes in favour of the resolution. The necessary approval under Section 17 of the Companies Act, 1956 has been obtained from Company law Board. Northern Region Bench, New Delhi confirming alteration of Clause II of the Memorandum of Association.

ALTERATION OF OBJECT CLAUSE

The Board of Directors at its meeting held on 17th April 2010 decided to alter the Main object clause i.e. Clause III of the Memorandum of Association, to add some more items in its product range, which can be conveniently and advantageously carried on with the existing business The Company obtained necessary approval from the shareholders vide special resolution dated 24.05.2010 with 99.99% votes in favour of the resolution.

AUDITORS REPORT

The auditors in their report have made remarks relating to the utilization of funds on short term basis for long term investment. Your directors wish to explain that the company has during the year opened 47 new retail outlets and all the capital expenditure for these new outlets has been procured through internal accruals and in this course short term funds have also been used for the furniture and fixtures for these retail outlets for temporary period.

ACKNOWLEDGMENT

Your Directors would like to take this opportunity to express sincere thanks to its valued franchisees, distributors, C & F agents, collaborators, bankers 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: New Delhi Sd/- Sd/-

Date : August 30, 2010 Anil Moolchandani Pramod Arora Chairman-cum-Managing Director Joint Managing Director

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