Dear Shareholders:
Your Directors have pleasure in presenting the 29th Annual Report and
Audited Accounts of the Company for the financial year ended 31st March, 2023.
1. RESULTS OF OPERATIONS
The Companys financial performance for the year under review along with previous
years figures is given under:
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
1,000 |
20,000 |
Other Income |
NIL |
NIL |
Total Income |
1,000 |
20,000 |
Total Expenses |
3,46,508 |
14,35,757 |
Profit / (Loss) before Interest and Depreciation |
(3,45,508) |
(14,15,757) |
Tax Expenses |
|
|
-Current Tax |
|
|
-Deferred Tax Liability/(Assets) |
- |
9431 |
-Excess Provision for Tax Written Back |
|
|
Net Profit/Loss for the year |
(3,45,508) |
(14,25,188) |
During the year under review, the Company has made loss of Rs 3,45,508 against loss of
Rs 14,25,188 in the previous financial year.
2. BUSINESS PERFORMANCE:
The Company during the year has a turnover of Rs. 1,000 as against Rs. 20,000 of the
previous year. The Company has incurred net loss for the year as Rs. 3,45,508 as compared
to the loss of Rs. 14,25,188 of the previous year. Your Directors are continuously taking
all the efforts to improve the existing Business.
3. TRANSFER TO RESERVES
During the year under review the company has incurred loss of Rs.3,45,508 and hence the
company has not transferred to reserves.
4. DIVIDEND
During the year under review the company has incurred loss of Rs.3,45,508 and hence the
company does not recommend any dividend.
5. SHARE CAPITAL
The Authorised Capital of the company as on March 31,2023 is Rs.70,000,000/- divided
into 70,00,000 Equity Shares of Rs.l0/-each.
The paid up Equity Share Capital as on March 31, 2023 was Rs. 60,439,500/-divided into
60,66,700 Shares of Rs.l0/-each and had unpaid call amount of Rs. 2,27,500.
6. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review the company has not granted any Loans / Investments or
guarantees under section 186 of the Companies Act, 2013.
7. LISTING OF SHARES
The Shares of the Company are listed in the Bombay Stock Exchange.
8. LISTING FEES
Your company has already paid Listing Fees for the financial year 2022-23.
9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any subsidiaries, associates and joint venture companies.
10. DIRECTORS RESPONIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby
confirm:
1. That in the Preparation of Final Accounts, the applicable Accounting Standards has
been followed along with proper explanation relating to material departures;
2. That they had 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 Company for that period.
3. That they had taken proper and sufficient care for the maintenance of adequacy
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;
4. That they had prepared the Annual Accounts on a Going Concern basis.
5. That they laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
6. That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
11. CORPORATE GOVERNANCE :
Since your Companys paid-up Equity Capital, and Net worth is less than Rs.10 Crores
and Rs.25 Crores respectively, the provisions of SEBI (LODR), 2015 relating to Corporate
Governance, is not applicable to the Company.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Mr.S.Vasanth Kumar, Director, retire by rotation and being eligible, offers himself for
reappointment.
BOARD COMPOSITION
The Board is well constituted with composition of one executive and one non-executive
and three independent directors.
Category |
Name of Director |
Executive Director |
Mr. A.Vishnu Shankar- Whole-Time Director |
Non - Executive Director |
Mr. S.Vasanth Kumar |
|
Mr. S.Sonaachalam |
Independent Directors |
Mr. P.Parimala |
|
Mr. V.Paranthaman |
Key Managerial Personnel
Pursuant to the provisions of Section 2(51), 203 of the Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following
are the managerial personnel of the Company :
1) Mr.Krishnan R Iyer |
Company Secretary |
2) Mr. P. Appusami |
Chief Executive Officer |
3) Mr.C. Rajmohan Chinnaraja |
Chief Financial Officer |
4) Mr. A.Vishnu Shankar |
Whole Time Director |
13. NUMBER OF MEETINGS OF THE BOARD
During the year, Six meetings of the Board of Directors were held. The dates of such
Board Meeting are:
s.no |
Date of the Board Meeting |
1 |
25th May 2022 |
2 |
30th May 2022 |
3 |
13th August 2022 |
4 |
14th November 2022 |
5 |
13th February, 2023 |
6 |
15th March, 2023 |
The details of attendance of each Director at the Board Meetings along with the number
of meetings held during the year:
Name |
Category |
No. Of Board Meetings Held |
No. of Board Meeting attended |
Mr. A.Vishnu Shankar |
Executive -Whole Time Director |
6 |
6 |
Mr. S.Vasanth Kumar |
Non-Executive Director |
6 |
6 |
Mr. S.Sonaachalam |
Independent-Non Executive Director |
6 |
6 |
Mr. P.Parimala |
Independent-Non Executive Director |
6 |
6 |
Mr. V.Paranthaman |
Independent-Non Executive Director |
6 |
6 |
14. BOARD EVALUATION
A formal evaluation mechanism is in place for evaluation the performance of the Board,
committees thereof, individual directors and the Chairman of the Board. The evaluation of
board is carried out annually as per the provisions of the Companies Act, 2013, rules
thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Performance evaluation of each Director is based on the criteria as laid down from time to
time by the Nomination and Remuneration Committee. Criteria for performance evaluation
includes aspects such as attendance for the meetings, participation and independence
during the meetings, interaction with Management, Role and accountability to the Board,
knowledge and proficiency and any other factors as may be decided by the Nomination and
Remuneration Committee. Further, performance evaluation of an Executive Director is done
based on business achievements of the company.
A) EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS MEETING:
During the year under review, the Independent Directors met on 13th August,
2022, inter alia to:
(i) Review the performance of Non - Independent directors and the Board as a whole.
(ii) Assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The above policies are available in the website of the company www.archanasoftware.com.
15. INDEPENDENT DIRECTORS DECLARATION
All Independent Directors have given declarations that they meet the Criteria of
independence laid down under Section 149 of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations,
2015 in respect of financial year ended 31st March, 2023, which has been relied on by the
Company and placed at the Board Meeting.
16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Act read with Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been
disclosed at the companys website: www.archanasoftware.com.
17. BOARD DIVERSITY
The Company recognizes that building a Board of diverse and inclusive culture is
integral to its success. The Board considers that its diversity, including gender
diversity, is a vital asset to the business. The Board has adopted a Board diversity
policy which sets out the approach to diversity of the Board of Directors.
18. NOMINATION AND REMUNERATION POLICY
The Company has a Nomination and Remuneration Policy for appointment and remuneration
of the Directors, Key Managerial Personnel and Senior Executives of the
Company including criteria for determining qualifications, positive attributes,
independence of a Director and other related matters as required under Section 178(3) of
the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
is also available on the Companys website: www.arhanasoftware.com.
19. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has framed a whistle blower policy. Directors and employees have full
access to the Chairman of the Audit Committee to report their genuine and serious concerns
and is also available on the Companys website: www.archanasoftware.com.
20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has formulated a Framework on Internal Financial Controls and laid down
Policies and procedures commensurate with the Size and nature of its operations pertaining
to financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts)
Rules, 2014, the Company has adequate internal control systems to monitor business
processes, financial reporting and compliance with applicable regulations and they are
operating effectively. The systems are periodically reviewed by the Audit Committee of the
Board for identification of deficiencies and necessary time bound actions are taken to
improve efficiency at all the levels. The Committee also reviews the observations forming
part of internal auditors report, key issues and areas of improvement, significant
processes and accounting policies.
21. INTERNAL AUDITORS
Mr. Balasubramanian, of M/s. Future consulting are the Independent Internal Auditors of
the Company. The Audit Committee determines the scope of internal Audit in line with
regulatory and business requirements
22. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Boards Report.
23. COMMITTEES OF THE BOARD
With a view to have more focused attention on various business aspects and better
accountability, the Board has constituted the following Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee.
The Board Committees meet at regular intervals take necessary steps to perform their
duties entrusted by the Board. The details pertaining to the composition of the various
Committees is also available on the Companys website: www.archanasoftware.com.
24. Audit Committee
As required under section 177(8), the Audit Committee comprises of 4 Directors of which
3 are Independent Directors. The Committee was chaired by a Non-Executive Independent
Director, with requisite qualification. In the opinion of the Board of Directors, all the
members of Audit Committee are financially literate and also have accounting or related
financial management experience.
Composition
The Company derived immense benefit from the deliberation of audit Committee comprising
of the following directors of the Company:
Name |
Category of Membership |
Mr.V. Paranthaman |
Chairman |
Mr.S. Sonaachalam |
Member |
Mrs. P.Parimala |
Member |
Mr. S. Vasanth Kumar |
Member |
All the Members have accounting or related financial management expertise. Chairman is
a Non- Executive Independent Director.
The Committee had met 4 (Four times) on the following dates during the financial year
2022 - 2023.
S.NO |
Date of Meeting |
1 |
30th May 2022 |
2 |
13th August 2022 |
3 |
14th November 2022 |
4 |
13th February, 2023 |
The attendance of directors at the Audit Committee meetings held during the financial
year 2022-2023 is given below:
Name |
Meetings held |
Meeting attended |
Mr.V. Paranthaman |
4 |
4 |
Mr.S. Sonaachalam |
4 |
4 |
Mrs. P.Parimala |
4 |
4 |
Mr. S. Vasanth Kumar |
4 |
4 |
25. Nomination and Remuneration Committee
The board has constituted the Nomination and Remuneration Committee with three
Independent Directors to look after the appointment, promotions and payment of
remuneration to the working Directors and Senior Executives of the Company.
Composition:
The Company derived immense benefit from the deliberation of Nomination and
Remuneration Committee comprising of the following directors of the Company:
Name |
Category of Membership |
Mr.S. Sonaachalam |
Chairman |
Mrs. P.Parimala |
Member |
Mr.V. Paranthaman |
Member |
Meeting and Attendance of the Committee:
During the financial year three Nomination and Remuneration Committee meetings were
held on following dates:
S.No |
Date of the Meeting |
1 |
30th May, 2022 |
2 |
14th November, 2022 |
3 |
13th February, 2023 |
The attendance of Directors of Nomination and Remuneration Committee meeting held
during the financial year 2022-23 is given below:
Name |
No. of Meetings held |
No. of Meetings attended |
Mr.S. Sonaachalam |
3 |
3 |
Mrs. P.Parimala |
3 |
3 |
Mr.V. Paranthaman |
3 |
3 |
26. Stakeholders Relationship Committee
The Companies Act 2013 and the Listing Regulations requires that Stakeholders
Relationship Committee is to be constituted to consider and resolve the grievances of
security holders. The Board of the Company has constituted a Stakeholders Relationship
Committee with an Independent Director as its Chairman in tune with the Corporate
Governance requirements under listing requirements.
Composition
Name of the Director |
Category of Membership |
Mrs. P. Parimala |
Chairman |
Mr.V.Pa ranthaman |
Member |
Mr. S.Sonaachalam |
Member |
Mr. S.Vasanth Kumar |
Member |
Meeting and Attendance of the Committee
During the financial year, the committee had its meeting on 30th May 2022,
14th November, 2022 & 13th February, 2023.
The attendance of Directors of Stakeholders Relationship Committee meeting held during
the financial year 2022-23 is given below:
Name |
Meetings held |
Meetings attended |
Mrs. P. Parimala |
3 |
3 |
Mr.V.Paranthaman |
3 |
3 |
Mr. S.Sonaachalam |
3 |
3 |
Mr. S.Vasanth Kumar |
3 |
3 |
27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors had adopted a Code of Conduct for the Board Members and
employees of the Company. This Code helps the Company to maintain the Standard of Business
Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to the
Code by all concerned and is available on the Companys website: www.archanasoftware.com.
The Code lays down the standard of conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
28. DEPOSIT
The company has not invited, accepted or renewed any fixed deposit from the public
during the year. No amount on account of principal or interest on fixed deposit was
outstanding as on the date of Balance sheet.
29. STATUTORY AUDITORS
At the Annual General Meeting held on 22nd September, 2022 the members
approved the appointment of M/s. N Raja and Associates, Chartered Accountants (Firm
Registration No. 003388S) as the Statutory Auditors of the Company for a period of five
years, from the conclusion of that 28th Annual General Meeting till the conclusion of 33rd
Annual General Meeting of the Company to be held during the calendar year 2027.
30. COMMENT ON STATUTORY AUDITORS REPORT
There are no qualifications, reservations, remarks or a disclaimer made by M/s. M/s. N
Raja and Associates, Statutory Auditors, in their audit report.
31. COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records
and Audit) Amendment Rules, 2014, is not applicable to the company.
32. SECRETARIAL AUDITOR
Pursuant to the requirements of Section 204 (1) of the Companies9Act 2013 and Rule 9 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Ms.Lakshmmi
Subramanian of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries
(Membership No. CP 3534) was appointed to conduct secretarial audit for the financial year
2022 - 23. The Secretarial Audit report as received from the Secretarial Auditor is
annexed to this report as Annexure - I
33. COMMENT ON SECRETARIAL AUDIT REPORT
The Board of Directors taking necessary actions to rectify the observation remarks in
the Secretarial Audit report.
34. RISK MANAGEMENT
The Company has a robust Risk Management framework to identify, evaluate business risks
and opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Companys competitive advantage. The
business risk framework defines the risk management approach across the enterprise at
various levels including documentation and reporting. The framework has different risk
models which help in identifying risks trend, exposure and potential impact analysis at a
Company level as also separately for business segments. The Company has identified various
risks and also has mitigation plans for each risk identified. The Risk Management Policy
of the Company is available on our website: www.archanasoftware.com.
35. PARTICULATS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
During the year under review the company has not granted any Loans / Investments or
guarantees under section 186 of the Companies Act, 2013.
36. RELATED PARTY TRANSACTIONS
During the year your Company has not entered any contracts or arrangements with related
parties referred to Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2,
is appended as Annexure -
II. The policy on Related Party Transaction is available on our website
www.archanasoftware.com.
37. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company was not having profits more than Rs. Five Crores in the year 2021-2022 or
net worth more than Rs.500 Crores or turnover of more than Rs.1000 Crores in the Previous
financial year and therefore Constituting of Corporate Social Responsibility committee and
its compliance in accordance with the provisions of section 135 of the Act, does not
arise.
38. EXTRACT OF ANNUAL RETURN
The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of
Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021.
Hence, the question of attaching MGT-9 with this report does not arise. However, the
Annual return can be viewed in the website of the company www.archanasoftware.com.
39. PARTICULARS OF EMPLOYEES
The Information required under Section 197 (12) of Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
in respect of employees of the Company.
The Information of employees as per Rule 5(2) of the said Act for the year is
"Nil".
40. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Auditors Certificate thereon, and the Management
Discussion and Analysis are attached, which forms part of this report. The Company has
devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively
Policies
The Company has adopted the following policies and the same are available in the
website of the company www.archanasoftware.com.
i) Code of conduct for Directors and Senior Management
ii) Whistle Blower Policy/Vigil Mechanism
iii) Policy of Directors Appointment and remuneration
iv) Policy on determining materiality of events
v) Policy on documents preservation and archival
vi) Terms and conditions for appointment of independent directors
vii) Nomination & Remuneration policy
viii) Policy on related party transactions
ix) Policy on sexual harassment of women at work place (prevention, prohibition and
redressal) Act 2013
41. POLICY ON INSIDER TRADING
On December 31, 2018, the Securities and Exchange Board of India amended the
Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements
with effect from 1st April 2019. In line with the amendments, your Company has adopted an
amended Code of Conduct to regulate, monitor and report trading by Designated Persons and
their Immediate Relatives under the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct
also includes code of practices and procedures for fair disclosure of unpublished price
sensitive information which has been made available on the Companys website
www.archanasoftware.com.
42. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as per Regulation 34(2) of the SEBI (LODR)
Regulations, 2015 is not applicable to the Company as the Company does not fall under top
500 listed Companies on the basis of market capitalization.
43. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, top 500 listed entities based on market capitalization
are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not
required to formulate the Dividend Distribution Policy.
44. PREVENTION OF SEXUAL HARRASMENT POLICY
Your company believes in providing a safe and harassment free workplace for every
individual and endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
In this regard, the Internal Complaints Committee was constituted by the Board for
looking into the complaints relating to sexual harassment of women at workplace with the
following members:
1) Mrs.P Parimala - Presiding Officer
2) Mr.V Paranthaman - Member
During the year under review, the committee met on 15th February, 2021. Further, during
the year under review, your company has not received any complaints pertaining to sexual
harassment.
45. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
a) Energy Conservation: Conservation of energy continues to receive increased emphasis
and steps are being taken to reduce the consumption of energy at all levels. The Company
has taken steps to conserve energy in its office use, consequent to which energy
consumption had been minimized. No additional Proposals/ Investments were made to conserve
energy. Since the Company has not carried on industrial activities, disclosure regarding
impact of measures on cost of production of goods, total energy consumption, etc, is not
applicable.
b) Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign
exchange during the year under review.
c) Research and Development & Technology Absorption: The Company has not adopted
any technology for its business and hence no reporting is required to be furnished under
this heading. The Company will adopt necessary technology as and when required in the
furtherance of the business.
46. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
Except as given below, no other material events have been occurred during the period
after the end of the Financial Year and before the signing of this Report.
During the year under review the current promoter of the Company Mr.Vasanth Kumar has
entered into a Share Purchase Agreement (SPA) dated 29th June 2023 with Mr.Shaju Thomas
and Mrs.Lint P Jose (Collectively called as "Acquires") whereby the acquirer has
agreed to purchase 13,11,101 fully paid-up equity shares of Rs.10/- each, constituting
21.61% of the total voting share capital of the Company.
Pursuant to the above event Open offer has been made for Acquisition of up to 15,77,342
( Fifteen lakhs Seventy Seven Thousand Three Hundred and Forty Two) equity shares of face
value of Rs.10 each , representing 26% of the total voting share capital
of the company by Mr.Shaju Thomas (Acquirer 1) and Mrs. Linta P Jose (Acquirer 2) from
the public shareholders.
47. SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and is of the view that such systems are adequate and operating effectively.
48. MANAGEMENT DISCUSSION & ANALYSIS
A. INDUSTRY STRUCTURE AND DEVELOPMENTS
The global textile industry has been facing exceptionally challenging conditions since
the past two years due to the restrictions imposed because of the Covid-19 pandemic.
Further, the global supply chain had seen unprecedented levels of pressure and disruption
due to logistical impasse.
This led to delayed delivery resulting into reduced product shelf life and increased
inventory at importer / retailer level which resulted in reduction in export orders /
delayed picking of confirmed orders, apart from sharp increase in vessel shipping cost.
Further, prodigious liquidity globally led to a proliferation in commodity prices
including Cotton, Dyes, Chemicals, Coal, etc.
B. OPPORTUNITIES AND THREATS
Accelerated reopening of activities have re-opened opportunities for the textile market
which were quiet for a long time. Further, China plus one policy by USA and Europe will
lead to increase in demand for the Indian Market. With an added advantage of high quality
standards and globally renowned accreditations, our Company will be forging ahead with its
sustainability vision to build potential so as to grab opportunities coming its way.
Currently the biggest threat is the enormous increase in cotton prices leading to high
finished good prices. Consumers are therefore shifting their focus from cotton to man-made
fibres. Further, increase in prices of other commodities such as coal, dyes and chemicals
is also making the industry non-competitive.
C. Risks and Concerns
There is a proliferation in cotton prices which cannot be absorbed in finished goods
prices. Preference is shifting from Cotton fibre to man-made fibres i.e. synthetic,
polyester etc., which are available at lower prices. This is putting pressure on margin.
D. OUTLOOK
Coming year will be challenging with respect to pricing. We must focus more on offering
new products meeting customer retail price points. Also focus will be on blending with
man-made fibers which can fit into the price bracket, acceptable to buyers.
E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate systems of internal controls to ensure that all assets
are safeguarded against loss from unauthorized use or disposition. The Companys policies,
procedures and guidelines are in place to ensure that all the transactions are authorized,
recorded and reported correctly. The Company has an internal audit system commensurate to
its size and the nature of its business. The Company also has adequate procedures for
internal financial controls to detect and prevent frauds and to protect the Companys
resources. The financial statements are prepared in accordance with the accounting
standards issued by Institute of Chartered Accountants of India.
F. HUMAN RESOURCES
Your Company continues to be focused towards employee empowerment. We acknowledge the
commitment and dedication of our team. With expanding operations, we continue to build our
team, with on-board training across various processes.
G. ACCOUNTING TREATMENT
The financial statements have been prepared to comply with the Ind-AS including
accounting standard notified under the provisions of the Companies Act, 2013.
DISCLAIMER
Readers are cautioned that this discussion and analysis contains certain forward
looking statements. All these statements always have certain risks and uncertainties.
Actual results could differ materially from those expressed or implied and the Company is
not bound to
publicly update or revise forwarding looking statements. Therefore, readers are
cautioned not to place undue reliance on these forwarding looking statements.
49. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year
50. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS
OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS
COVID-19 PANDEMIC:
Nil
51. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
52. CAUTIONARY STATEMENT:
The statements contained in the Boards Report and Management Discussion and Analysis
Report contain certain statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations. Various factors such as
economic conditions, changes in government regulations, tax regime, other statues, market
forces and other associated and incidental factors may however lead to variation in actual
results.
53. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF
EACH DIRECTOR AND KMP:
The information under section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
No director draw remuneration
b) The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive Director, Company Secretary or Manager if any, in the financial year
S.no |
Name |
Designation |
Remuneration for FY 2022-23 (per month ) in Rs |
Remuneration for FY 2021-22 ( per month ) in Rs |
Increase in Remuneration |
1. |
KRISHNAN RAMAKRISHNA N IYER |
Company Secretary |
18,000 |
18,000 |
Nil |
c) The percentage increase in the Median Remuneration of employees in the financial
year:
The Median remuneration of the employee as on 31stMarch, 2023 Rs. 2,16,000/-
The number of permanent employees on the rolls of the Company during the year : 1
d) Average percentile increases already made in the salaries of the employees other
than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration: No
increase in remuneration
e) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms the remuneration is as per the remuneration policy of the Company
No employee draws remuneration in excess of the limits prescribed under Rule 5(2) of
Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel Rules,
2014 Therefore, details pertaining to Rule 5(2) &(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 does not arise and not provided for.
Other than Company secretary and Chief financial officer no other person draws
remuneration/salary in the Company.
54. ACKNOWLEDGEMENT
The Board of Directors would like to thank all employees of the Company and also
Companys shareholders, auditors, customers and bankers for their continued support.
|
|
By Order of the Board of Directors For ARCHANA SOFTWARE LIMITED |
|
Sd/- |
Sd/- |
Date: 14.08.2023 |
A. Vishnu Sankar |
S. Vasanth Kumar |
Place: Chennai |
Director |
Director |
|
(DIN:0008624593) |
(DIN:00405757) |
+91-9892691696
