DIRECTOR'S REPORT

TO

THE SHAREHOLDERS

Dear Shareholders,

Your 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:

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 up to 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 payabl e 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.

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 Co­operation & never failing support.

For and on behalf of the Board of Directors

Deepak Kumar Babel

(Managing Director)

DIN: 05200110

Place : Surat

Date : 20/08/2015