iifl-logo-icon 1

Popees Care Ltd Directors Report

106.6
(2.00%)
Jul 15, 2024|11:20:00 AM

Popees Care Ltd Share Price directors Report

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)

Knowledge Centerplus
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Securities Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Knowledge Centerplus

Follow us on

facebooktwitterrssyoutubeinstagramlinkedin

2024, IIFL Securities Ltd. All Rights Reserved

ATTENTION INVESTORS
  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
Copyright © IIFL Securities Ltd. All rights Reserved.

Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248

plus
We are ISO 27001:2013 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.