archies ltd share price Directors report


<dhhead>DIRECTORS REPORT</dhhead>

To The Members,

Your Directors have great pleasure in presenting Thirty Second Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2022.

 

PERFORMANCE REVIEW

During the year under review your Company recorded a Revenue from operations of Rs. 7718.57 Lakhs as compared to Rs. 5529.33 Lakhs in the previous financial year showing a increase of 39.59% and the net (loss) after tax stood at Rs. (262.83) Lakhs in the current financial year as against Rs. (237.65) Lakhs in the previous financial year, showing a increase of 10.59%.

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

• The Turnover of the gift segment is Rs. 3675.66 lakhs as compared to Rs. 2,924.18 lakhs previous year, increased by 25.70%.

• The Turnover of the Greeting card segment is Rs. 873.39 lakhs as compared to Rs. 513.92 lakhs previous year, increased by 69.95%.

• The stationery sale is Rs. 2591.56 lakhs as compared to Rs. 1,746.81 lakhs in the previous year, increased by 48.36%.

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

FINANCIAL HIGHLIGHTS

FOR THE YEAR ENDED

(Rs.In Lakhs)

31st March 2022

31st March 2021

Income from Operations

7718.57

5,529.33

Other Income

890.87

2,259.27

Total Expenditure

7175.45

5,729.41

Operating Profit (PBDIT)

1433.99

2,059.18

Interest & Finance Charge

572.03

746.66

Depreciation

1267.80

1714.93

Profit before Tax (PBT) Provision for taxation

(405.84)

(402.41)

Current

0.00

0.00

Deferred

(139.60)

(164.86)

MAT Credit Entitlement

0.00

0.00

Profit after Tax

(262.83)

(237.65)

APPROPRIATIONS
Transfer to General Reserve

NIL

NIL

Final Dividend (Proposed)

NIL

NIL

Tax on Proposed Dividend Provision for Corporate Social Responsibility

NIL

NIL

Activities

NIL

NIL

Profit Carried Forward

(262.83)

(237.65)

 

DIVIDEND

In view of the loss, 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 2021-22.

 

TRANSFER OF UNPAID UNCLAIMED DIVIDEND AND SHARES TO IEPF

During the FY 2021-22, unclaimed dividend for FY 2013-14 amounting to Rs. 1,93,812 (Rupees One Lakh Ninety Three Thousand Eight Hundred Twelve Only) was transferred to the Investor Education and Protection Fund (IEPF), pursuant to the provision 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 Companys website i.e. https://archiesinvestors.in/ under "Investors" section and such shares can be claimed back from IEPF authority after following the prescribed procedure.

 

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 7 retail stores and closed total 22 retail stores. As on 31st March 2022 the numbers of company owned/managed stores were 122.

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, Shopclues, Fern N Petals, Nykaa, Tata cliq, Amazon, Myntra, Foxy Online, Meesho, Fynd, Limeroad, Maccaron India Pvt. Ltd., Purplle Online, Woovly, Xuppi.

Your Company will continue with its efforts to open new outlets across India.

 

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 Companys Auditors confirming compliance is set out in the annexure forming part of report on Corporate Governance.

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 Companys 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 2022, 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, 2022 and of the profit and loss of the company for the 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 directors eligible for re-election. Accordingly, Mr. Varun Moolchandani retires by rotation and being eligible, has offered to be re-appointed at the ensuing Annual General Meeting.

The Board met seven times during the year under review. Meetings were held on 24th June 2021, 30th June, 2021, 09th August, 2021, 13th August 2021, 08th October, 2021, 02th November 2021 and 11th February, 2022.

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 24th June, 2021, 09th August, 2021, 13th August, 2021 and 08th October, 2021 approved the following change in directorship and Key Managerial Personnels of the Company as under:

a) Mr. Varun Moolchandani has been re-appointed as an Executive Director of the Company for a period of 2 (two) years with effect from 25th June, 2021 in the Board Meeting held on 24th June, 2021 and Annual General Meeting held on 24th September, 2021.

b) Mr. Jagdish Moolchandani has been re-appointed as an Executive Director of the Company for a period of 2 (two) years with effect from 28th September, 2021 in the Board Meeting held on 13th August, 2021 and Annual General Meeting held on 24th September, 2021.

c) Mrs. Payal Jain has been re-appointed as an Independent Director (Non-Executive) of the Company for a period of 5 (Five) years with effect from 10th August, 2021 in the Board Meeting held on 09th August, 2021 and Annual General Meeting held on 24th September, 2021.

d) Mr. Kamlesh Kumar Thakur has been removed from the position of Chief Financial Officer of the Company with effect from 08th October, 2021in the Board Meeting held on 08th October, 2021.

e) Mr. Jagdish Moolchandani has been appointed as a Chief Financial Officer of the Company with effect from 09th October, 2021in the Board Meeting held on 08th October, 2021.

f) Mr. Anil Moolchandani has been appointed as a Chairman and Managing Director of the Company for a period of 2 (two) years with effect from 28th August, 2022 in the Board Meeting held on 13th August, 2022 subject to the approval of members in ensuing Annual General Meeting.

g) Mr. Kanav Dev Sharma has resigned from the company from the post of Non-Executive Independent Director of the Company with effect from 30.07.2022.

h) Mrs. Sona Mitul Adhia has been appointed as a Non-Executive Independent Director of the Company for a period of 5 (five) years with effect from 13th August, 2022 in the Board Meeting held on 13th August, 2022 subject to the approval of members in ensuing Annual General Meeting.

 

KEY MANAGERIAL PERSONNEL

The details of the Key Managerial personnel are as under:

S. No. Name Designation
1. Mr. Anil Moolchandani* Chairman and Managing Director
2. Mr. Jagdish Moolchandani** Executive Director & Chief Financial Officer
3. Mr. Varun Moolchandani*** Executive Director
4. Mr. Kamlesh Kumar Thakur**** Chief Financial Officer
5. Mr. Hitesh Kumar Company Secretary

 

* Mr. Anil Moolchandani has been appointed as a Chairman and Managing Director of the Company for a period of 2 (two) years with effect from 28th August, 2022 in the Board Meeting held on 13th August, 2022 subject to the approval of members in ensuing Annual General Meeting.

**Mr. Jagdish Moolchandani has been re-appointed as an Executive Director of the Company for a period of 2 (two) years with effect from 28th September, 2021 in the Board Meeting held on 13th August, 2021 and Annual General Meeting held on 24th September, 2021.

Further Mr. Jagdish Moolchandani has been appointed as a Chief Financial Officer of the Company with effect from 09th October, 2021in the Board Meeting held on 08th October, 2021.

***Mr. Varun Moolchandani has been re-appointed as an Executive Director of the Company for a period of 2 (two) years with effect from 25th June, 2021 in the Board Meeting held on 24th June, 2021 and Annual General Meeting held on 24th September, 2021.

****Mr. Kamlesh Kumar Thakur has been removed from the position of Chief Financial Officer of the Company with effect from 08th October, 2021in the Board Meeting held on 08th October, 2021.

 

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 Boards 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 1 (outstanding) - 5 (poor) 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 Directors 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.