Directors Report of Arman Holdings Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting 36^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2018. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Amount in Rs. in Lakhs)
Particulars	31st March, 2018	31st March, 2017
Total Revenue	329.77	244.79
Profit before Tax	2,52	2.83
Less - Tax	0.82	1.20
Profit for the year	1.70	1.63

PERFORMANCE

The Total Income for the financial year under review decreased to Rs. 329.77 Lakhs against Rs. 244.79 Lakhs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs. 1.70 Lakhs as compared to profit of Rs. 1.63 Lakhs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2017 - 2018 (Previous year - Nil Dividend).

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

OUTLOOK

The Company expects to perform reasonably well subject to prevailing market conditions and fluctuations in exchange rate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Priyadarshani Babel who retires by rotation and being eligible offers herself for re-appointment. The Board recommends her re-appointment.

During the year, the Non- executive Director and Independent Director of the company did not had any material pecuniary relationship or transaction with company.

The Notice convening the Annual General Meeting includes the proposals for re-appointment of the Directors. Brief resumes of the Directors proposed to be reappointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FORMAL ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 (10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance and evaluation of Independent Directors, Board, Committees and other individual Directors, process of evaluation was followed as per the Policy laid down in this regard. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is stated in the Report on Corporate Governance in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not adopted any Corporate Social Responsibility Initiatives as the said provisions are not applicable.

COMPANY SECRETARY

Mr. Altamish, Member of Institute of Company Secretaries of India, is Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.

CHIEF FINANCE OFFICER

Mr. Ayush Jain is the Chief Finance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.

INTERNAL AUDITOR

The Board had appointed M/s MOK & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2017-2018 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return for the Financial Year ended on 31st March, 2018, as required by Section 92(3) of the Companies Act, 2013, is annexed as Annexure 1.

NO. OF BOARD MEETINGS:

During the year the Board of Directors met 6 times. The details of Board Meetings are provided in the Corporate Governance Report section of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the Notes forming part of the Financial Statements for the year ended 31st March, 2018.

RELATED PARTY TRANSACTIONS:

During the Financial Year 2017-18, there were no related party transactions entered by our company except as disclosed in the financial statements.

Particulars of arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2017-18 are given in prescribed Form AOC - 2, which is annexed as Annexure 2.

The policy on Related Party Transactions as recommended by Audit Committee and as approved by the Board is uploaded on the Company’s Website www.armanholdings.in

AUDITORS’ REPORT:

There are no qualifications, reservations, adverse remarks or disclaimer made in the Auditors'' Report on the Financial Statements of the Company for the Financial Year ended 31st March, 2018.

At the 32^nd Annual General Meeting of the Company, the Members have appointed M/s. Anmol Rana & Associates, Chartered Accountants, New Delhi as the Auditors of the Company for a period of 5 years upto the conclusion of 37^th Annual General Meeting, subject to ratification by shareholders at every Annual General Meeting.

The Board recommends ratification of the appointment of M/s. Anmol Rana & Associates, Chartered Accountants, New Delhi as the Auditors of the Company at the ensuing Annual General Meeting.

SUBSIDIARIES AND JOINT VENTURES:

The Company has no Subsidiaries and Joint Venture Companies.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for Directors & employees. The details of the policy are posted on the Company’s Website www.armanholdings.in.

SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report for the year ended 31st March, 2018 given by M/s. Veenit Pal & Associates, Practicing Company Secretaries, is annexed as Annexure 3

RISK MANAGEMENT

The Board of Directors have framed and regularly implement and monitor risk management plan of Company. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

DEPOSITS:

During the financial year 2017-18, the Company has not accepted any public deposit.

INTERNAL FINANCIAL CONTROLS:

Adequate internal controls, system and checks are in place commensurate with the size of the Company and nature of its business.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Directors state that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2018 and of the profits of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care 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;

- the Directors have prepared the annual accounts on a going concern basis;

- 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

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALISIS:

Reports on Corporate Governance and Management Discussion and Analysis in accordance with regulation 34 along with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with a certificate from the Auditors of the Company are given separately in this Annual Report.

DISCLOSURE UNDER COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information pursuant to Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors, Key Managerial Personnel and employees of the Company are annexed to this Report as Annexure 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to the extent applicable to the Company, is given in the prescribed format as Annexure 5.

COMPOSITION OF AUDIT COMMITTEE:

Details of Composition of Audit Committee, its terms of reference and meetings held during the year are given in the Corporate Governance Report section of this Annual Report.

GENERAL:

a) Bonus issue, Stock options, Sweat Equity Shares, Equity with Differential Rights: None issued during the Financial Year 2017-18.

b) Employees Stock Option Scheme: The Company is not having Employees Stock Option Scheme.

c) Significant and Material Orders passed by the Regulators: None of the significant material orders were passed during the Financial Year 2017-18. However on April 25, 2018, final order was passed by the Regional Director North- Western Region, Ministry of Corporate Affairs in relation to compounding application filed by our Company in relation non compliance of section 138 of Companies Act, 2013 whereby a penalty of Rs.18,700 each was levied on the Company and Mr. Deepak Kumar Babel, MD of our Company respectively.

d) Sexual Harassment Laws: No complaints under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 were received during the Financial Year 2017-18.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. However on April 25, 2018, final order was passed by the Regional Director North- Western Region, Ministry of Corporate Affairs in relation to compounding application filed by our Company in relation non compliance of section 138 of Companies Act, 2013 whereby a penalty of Rs.18,700 each was levied on the Company and Mr. Deepak Kumar Babel, MD of our Company respectively.

LISTING AND TRADING OF SHARES:

The Equity Shares of our Company are currently listed on BSE Limited and The Delhi Stock Exchange Limited and there is no trading in Equity Shares our Company on The Delhi Stock Exchange Limited as it de-recognized by SEBI. Further trading in Equity Share our Company is suspended from trading on BSE Limited due to surveillance reasons w.e.f. 23-12-2015. The Listing Fee for the year has been already paid to Stock Exchange in terms of regulation 14 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The details of the policy are posted on the Company’s Website www.armanholdings.in.

POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS:

The Policy for Determining Materiality of Information / Events for reporting to the Stock Exchange is framed pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 which enables the investors to make well-informed investment decisions and take a view on the Materiality of an event that qualifies for disclosure. The details of the policy are posted on the Company’s Website www.armanholdings.in.

POLICY FOR PRESERVATION & ARCHIVAL OF DOCUMENTS:

The Policy for Preservation & Archival of documents is framed pursuant to Regulation 9 & 30(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, investors and concerned authority accessed preservation of documents and records of the Company through company’s website, which is required to be maintained under the Companies Act, 2013 and Listing Regulation. Any disclosure of events or information which has been submitted by the Company to the Stock Exchanges will be available on the website of the Company for a period of 5 years from the date of its disclosure and shall thereafter be archived from the website of the Company for a period of 3 years. This policy basically deals with the retention and archival of corporate records. The details of the policy are posted on the Company’s Website www.armanholdings.in

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

CAUTIONARY STATEMENT

Statements in the Director’s Report and the Management Discussion & Analysis describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

By Order of the Board

For Arman Holdings Limited

Sd/-

Date: May 30, 2018

Place: Surat Deepak Kumar Babel

Managing Director

DIN: 05200110

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 33rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Amount in Rs. in Lacs)

31st March, 2015 31st March, 2014 Total Revenue 94.60 48.57

Profit before Tax 2.99 0.77

Less - Tax 1.24 0.25

Profit after Tax 1.75 0.52

Balance as per last Balance Sheet 6.76 6.24

Balance carried to Balance Sheet 8.50 6.76

PERFORMANCE

The Total Income for the financial year under review increased to Rs.94.60 Lacs against Rs. 48.57 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs. 1.75 Lacs as compared to profit of Rs. 0.52 Lacs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2014 - 2015 (Previous year - Nil Dividend).

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the 32nd Annual General Meeting of the Company held on 30th September 2014, the members had approved the terms of appointment of Independent Directors Mr. Jitendra Kumar Jain upto 24/04/2018 and Mr. Suresh M Suthar upto 7/4/2019.

Mr. R.D.Jain, Director of your Company has resigned from Board of the Company w.e.f. 12th August 2014 due to his pre-occupation. The Board hereby places on record its sincere appreciation for valuable guidance and meaningful contribution made by Mr. R.D.Jain as Director of the Company. Board of Directors in their meeting held on 12th August 2015 had changed the terms of appointment of Mrs. Priyadarshani Babel who retires by rotation and being eligible offers herself for re-appointment.

During the year, the Non executive Director of the company does not had any material pecuniary relationship or transaction with company.

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Formal Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of Independent Directors, Board, Committees and other individual Directors, process of evaluation was followed as per the Policy laid down in this regard. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

Remuneration of the Key Managerial Personnel

Mr. Deepak Kumar Babel (Managing Director) has received remuneration of Rs. 100000/- during financial year 2014-2015.

COMPANY SECRETARY

Mr. Harshal Agrawal, Company Secretary cum Compliance Officer of the Company resigned due to his pre-occupation w.e.f. 23rd March 2015. Now, Mr. Amit Kumar, Member of Institute of Company Secretaries of India has been appointed as Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 w.e.f. 12th August 2015.

APPOINTMENT OF CHIEF FINANCE OFFICER

Pursuant to provisions of Section 197, 203 and all applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Ayush Jain, has been appointed as Chief Finance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013 w.e.f. 12th August 2015. Mr Rakesh Toshniwal who was appointed as Chief Finance Officer on 23rd March 2015 resigned due to personal reasons and his services were discontinued w.e.f. 12th August 2015. The Board hereby places on record its sincere appreciation for contribution made by Mr Rakesh Toshniwal as Chief Finance Officer of the Company.

LISTING OF SHARES

Equity shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees for the year had already been paid in pursuance to clause 38 of the listing agreement. Your Company has not received any invoice for Listing fees for FY 2015-16 from Delhi Stock Exchange. Also, DSE is being De-recognised by SEBI, order WTM/PS/45/MRD/DSA/NOV/2014 dated 19/11/2014.

SHARES

The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

STATUTORY AUDITORS & AUDITORS OBSERVATION

M/s. Anmol Rana & Associates, Chartered Accountants, New Delhi, the Auditors of the Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 ('the Act') read with the Rules made there under, M/s. Anmol Rana & Associates, Chartered Accountants, Delhi, can be appointed as the Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 37th AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. Members are requested to consider their appointment.

The Audit committee and Board of Directors have recommended the appointment of M/s. M/s. Anmol Rana & Associates., Chartered Accountants as the Statutory Auditors of your Company.

There are no qualifications or adverse remarks in the Auditors' Report which require any explanation from the Board of Directors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S R.S.Mittal & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked as "Annexure-I" to this Report. The observations mentioned in Secretarial Audit Report are self-explanatory and duly complied with. The observation made by the secretarial auditors in their report are self-explanatory and therefore do not call for any further explanations/comments.

INTERNAL AUDITOR

The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

SHIFTING OF REGISTERED OFFICE

Your company got approval from Regional Director, Northern Region vide its order dated 27th March 2015, and altered it Memorandum of Association accordingly. Your company got Certification of Registration of Regional Director order for Change of State on 23rd April 2015 by Registrar of Companies, Ahmedabad regarding shifting of its Registered Office from Delhi to Surat.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Jitendra Kumar Jain (Chairman), Mr. Deepak Kumar Babel and Mr. Suresh Mohanlal Suthar as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, taxation, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Six meetings of the Audit Committee were held during the year. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

Stakeholders' Relationship Committee

The Committee has met four times during the year. With the compulsory dematerialization of the Company's shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year end, 96.85% of the total shares were dematerialized with no unresolved pending investor grievances.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. The Nomination and Remuneration Committee met four times during the year.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has adopted the Whistle Blower policy. The policy has provided a mechanism for director, employees and other persons dealing with the Company to report to the Chairman of the Audit Committee any instances of unethical behavior actual or suspended framed or violation of the code of conduct of the Company.

Risk Management

The Board of the Company has formed a Risk Management Committee to frame implement and monitor risk management plan for the Company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

Meetings of Board

Eight meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Loans, Investments, Guarantees

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the Company has made investments in earlier years, details of which are given in the Financial Statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure II".

FIXED DEPOSITS

The Company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

RELATED PARTY TRANSACTIONS

There were no related party transactions during the year as defined under Section 188 of the Companies Act, 2013

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

Your Company has in place adequate Internal Control system, which is duly supported by Internal Audit and management reviews with documented policies and procedures.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Anmol Rana & Associates, Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate from the Managing Director on the financial statements of your Company for the year ended on March 31, 2015, was placed before the Board at its meeting held on 20th August, 2015.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not adopted any Corporate Social Responsibility Initiatives as the said provisions are not applicable.

CODE OF CONDUCT

As prescribed under clause 49 of the Listing Agreement, a declaration signed by the Whole time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2015 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are operating effectively.

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

The statement of particulars under section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy, technology absorption and Foreign exchange earnings and outgo are given below:

a) Your Company, being involved in Trading activity, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website www.armanholdings.in on a regular basis.

HRD INITIATIVES

Human Resources Development envisages the growth of the individual in tandem with the organization. It also aims at the upliftment of the individual by ensuring an enabling environment to develop capabilities and to optimize performance.

PARTICULARS OF EMPLOYEES

There are no employees whose remuneration falls within the preview of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

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

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co- operation & never failing support.

For and on behalf of the Board of Directors

Place : Surat Deepak Kumar Babel Date : 20/08/2015 (Managing Director) DIN:05200110

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 32nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Amount in Rs.) 31st March, 2014 31st March, 2013

Total Revenue 48,56,681 29,67,863

Profit before Tax 76,609 24,336

Less - Tax 25,000 7,470

Profit after Tax 51,609 16,866

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2013 - 2014 (Previous year - Nil Dividend).

PERFORMANCE

The Total Income for the financial year under review increased to Rs.48.57 Lacs against Rs. 29.68 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs. 0.52 Lacs as compared to profit of Rs. 0.17 Lacs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 5 September, 2014 recommended appointment of Mr. Suresh M Suthar and Mr. Jitendra Kumar Jain as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 32nd Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

Pursuant to section 149, 152, Schedule IV of the Companies Act 2013 read with Companies (Appointment and Qualification of Director) Rules 2014, Mrs. Priyadarshani Babel (Woman Director) is appointed as Non-executive Director of the company, liable to retire by rotation.

Mr. Deepak Kumar Babel was appointed as a Managing Director of the Company for the period of three years w.e.f. 30/05/2014, subject to approval of members at the ensuing Annual General Meeting. Mr Deepak Kumar Babel is also designated as Chairman of the Company w.e.f. 12/08/2014.

Mr. R.D.Jain, Director of your Company have resigned from Board of the Company w.e.f. 12/8/2014 due to his pre occupation. The Board hereby places on record its sincere appreciation for valuable guidance and meaningful contribution made by Mr. R.D.Jain as Director of the Company.

COMPANY SECRETARY

Mr. Harshal Agrawal, Member of Institute of Company Secretaries of India has been appointed as Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013.

LISTING OF SHARES

Equity shares of the Company are listed at Delhi Stock Exchange and Bombay Stock Exchange. Listing fees had already been paid in pursuance to clause 38 of the listing agreement.

PREFERENTIAL ISSUE

During this year, your company has issued 4961500 equity shares of Rs.10/- each fully paid-up to promoters and non-promoters entities, all the money from the subscribers have been received.

AUDITORS & AUDITORS OBSERVATION

M/s. Anmol Rana & Associates, Chartered Accountants, Delhi, the Auditors of the Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made there under, M/s. Anmol Rana & Associates, Chartered Accountants, Delhi, can be appointed as the Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 37th AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. Members are requested to consider their appointment for a period of Five years.

M/s. Anmol Rana & Associates, Delhi, the Statutory Auditors of your Company.

The Audit committee and Board of Directors have recommended the appointment of M/s. M/s. Anmol Rana & Associates., Chartered Accountants as the Statutory Auditors of your Company.

There are no qualifications or adverse remarks in the Auditors'' Report which require any explanation from the Board of Directors.

FIXED DEPOSITS

The Company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

Your Company has in place adequate Internal Control system, which is duly supported by Internal Audit and management reviews with documented policies and procedures.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance is included in the Annual Reports and the Certificate from Company''s auditors confirming the compliance with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreements with the Stock Exchange is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Initiatives and focuses on key areas as education, healthcare etc in accordance with the provision of the relative Acts and rules made there on.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized company to a large corporation, in line with the company''s vision.

CODE OF CONDUCT

As prescribed under clause 49 of the Listing Agreement, a declaration signed by the Whole time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2013-14 forms part of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2014 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO.

The statement of particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy , technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company, being involved in Trading activity, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975 (as amended).

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors Place : Delhi Deepak Kumar Babel Date : 5/09/2014 (Managing Director)

DIN:05200110

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting 31st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS (Amount in Rs.) 31st March, 2013 31st March, 2012

Total Revenue 29,67,863 2,90,000

Profit before Tax 24,336 (5,21,918)

Less - Tax 7,470 13,598

Pro fit after Tax 16,866 (5,35,596)

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2012 - 2013 (Previous year - Nil Dividend).

PERFORMANCE

The Total Income for the financial year under review increased to Rs.29.68 Lacs against Rs. 2.90 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs.0.17 Lacs as compared to loss of Rs. 5.36 Lacs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.

DIRECTORS

Mr. Deepak Kumar Babel and Mr Jitendra Kumar Jain were appointed as an Additional Director w.e.f. 25/4/2013 and would retire at this Annual General Meeting. A Notice

from a member was received under Section 257 of the Companies Act, 1956, signifying his intention to propose the appointment of Mr. Deepak Kumar Babul and Mr. Jitendra Kumar Jain as a Director of the Company.

Mr. Krishan Singh, Director and Mr Uma Shankar Sharma, Directors of your Company have resigned from Board of the Company w.e.f. 25/4/2013 due to their pre occupation The Board hereby places on record its sincere appreciation for valuable guidance and meaningful contribution made by both Mr. Krishan Singh and Mr Uma Shankar Sharma as Directors of the Company.

already been paid in pursuance to clause 38 of the listing agreement.

AUDITORS & AUDITORS OBSERVATION

At 30th Annual General Meeting of the Company held on 28/7/2012, M/s Chaudhary Kumar & Co., Chartered Accountants, Delhi, were re-appointed as statutory auditors of the company to hold office as such until the conclusion of the ensuing Annual General Meeting of the company. M/s Chaudhary Kumar & Co., Chartered Accountants, Delhi expressed their unwillingness to be re-appointed as such statutory auditors of the company and gave their resignation. Therefore, in their place M/s Anmol Rana & Associates, Chartered Accountants, New Delhi were appointed as statutory auditors of the company in an Extra Ordinary General Meeting held on 25/3/2013.

M/s. Anmol Rana & Associates, Chartered Accountants, Delhi, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditor''s as referred to in the Auditor''s Report are suitably explained in the notes to the Accounts.

or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

MANAGEMENT DICUSSION AND ANALYSIS REPORT

Your company is a small company and is carrying on business of Trading. The company is not involved in industrial activities. The administration of the company is done by Mr. Deepak Kumar Babel, a non-executive Director. The management is considering expansion plan in future.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized company to a large corporation, in line with the company''s vision.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to the Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2013 and of the profits of the company for the year ended on that date;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

The statement of particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy, technology absorption and Foreign exchange earnings and outgo are given below:

a) Your Company, being involved in Trading activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of employees) Rules 1975(as amended).

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

Place : Delhi (Deepak Kumar Babel) Date : 30/08/2013 Director

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Mar 31, 2012

To the Shareholders,

The Director have pleasure in submitting the 30th Annual Report alongwith the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL

The Company has made a profit of Rs. 3,082/- during the year.

PUBLIC DEPOSITS

The Company had no deposit from public during the Financial Year 2011-12

DIRECTOR

Mr. Rameshar Dass Jain retires by rotation and being eligible, offer himself for reappointment.

RESPONSIBILITY STATEMENT

Your Directors would like to confirm that:

I. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed :

II. the Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and air view of the state of affairs of the company at the end of the Financial Year and of the Profit or Loss of the Company for that period :

III. the Directors have taken proper and sufficient care 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 :

IV. the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. Chaudhry Kumar & Co., Chartered Accountants, auditors of the Company, who retire at the forthcoming annual General Meeting being eligible, offer themselves for reappointment

PARTICULARS OF ENPLOYEES

Particulars in terms of section 217(2A) of the Companies Act, 1956 are not required to be furnished as there is no employee in the company.

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

The particulars of conservation of Energy & Technology Absorption are not required to be furnished as the company is not an Industrial Company. Foreign Exchange Earnings/outgo is Nil

By Order of the Board Place : New Delhi Rameshar Dass Jain Dated : 17/05/2012 (Director)

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Mar 31, 2011

Dear Members,

The Directors have pleasure in submitting the 29th Annual Report alongwith the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL

The Company has made a profit of Rs. 5,444/- during the year.

PUBLIC DEPOSITS

The Company had no deposit from public during the Financial Year 2010-2011.

DIRECTORS

Mr. Krishan Singh retires by rotation and being eligible, offer himself for re appointment.

RESPONSIBILITY STATEMENT

Your Directors would like to confirm that :

I. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed :

II. the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the Profit or Loss of the Company for the period :

III. the Directors have taken proper and sufficient care 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 :

IV. the Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS

M/s. Chaudhry Kumar & Co., Chartered Accountants, Auditors of the Company, who retire at the forthcoming Annual General Meeting being eligible, offer themselves for reappointment.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 the Company did not have any employee drawing Rs. 60,00,000/- or more if employed for full year or Rs. 5,00,5000/- p.m. if employed for part of the year.

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

The particulars of Conservation of Energy & Technology Absorption are not required to be furnished as the Company is not an Industrial Company. The detail of Foreign Exchange Earnings and outgo is as under:

By Order of the Board Place : New Delhi, sd/- sd/- Dated : 14/05/2011 (Director) (Director)