You are here » Home » Companies » Company Overview » Archit Organosys Ltd

Archit Organosys Ltd.

BSE: 524640 Sector: Industrials
NSE: N.A. ISIN Code: INE078I01011
BSE LIVE 15:40 | 01 Dec 60.65 2.75
(4.75%)
OPEN

60.70

HIGH

60.75

LOW

60.35

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 60.70
PREVIOUS CLOSE 57.90
VOLUME 2552
52-Week high 93.65
52-Week low 23.65
P/E 14.98
Mkt Cap.(Rs cr) 30.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.70
CLOSE 57.90
VOLUME 2552
52-Week high 93.65
52-Week low 23.65
P/E 14.98
Mkt Cap.(Rs cr) 30.63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Archit Organosys Ltd. (ARCHITORGANOSYS) - Director Report

Company director report

ARCHIT ORGANOSYS LIMITED (FORMERLY KNOWN AS SHRI CHLOCHEM LIMITED) ANNUAL REPORT 2011-2012 DIRECTOR'S REPORT To, The Members, Your Directors present the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2012. FINANCIAL RESULTS: The operating results of the Company for the year ended 31st March 2012 are briefly indicated below: (Rs. in lacs) Year Year 2011-2012 2010-2011 Profit/(loss) Before Depreciation and Taxation 117.18 90.31 Depreciation 36.87 37.00 Profit/(Loss) before Taxation 80.31 53.31 Provision for taxation - For Current Tax 16.00 10.20 Provision for taxation - For Deferred Tax (2.88) 7.23 Tax in respect of earlier years 0.01 4.45 Profit/(Loss) after Taxation 67.18 31.43 DIVIDEND: In order to plough back resources, your directors do not recommend any payment of dividend for the financial year. PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS: During the year under review, the Company has achieved sales of Rs. 4738.84 lacs (Previous year sales of Rs. 4320.62 lacs). Further details are given in management discussions and analysis report. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges Management Discussions & Analysis Report is attached as part of this Annual Report. DEPOSITS: The Company has not accepted any deposits with in the meaning of Section 58 A of the Companies Act, 1956. CHANGE OF NAME: As the members are aware, the name of the Company has been changed from 'Shri Chlochem Limited' to 'Archit Organosys Limited' w.e.f. 19th May, 2012 after obtaining necessary approval from the relevant authority. DIRECTORS: Shri Dipesh Kotak and Smt Archana Amin, Directors of the Company are retiring by rotation and being eligible, offer themselves for re- appointment. CORPORATE GOVERNANCE REPORT: Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 217(2AA) of the Companies Act, the Directors Confirm that:- 1) In the preparation of the annual accounts, the applicable accounting standards have been followed; 2) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and profit of the Company for that period; 3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4) The accounts have been prepared on going concern basis. INSURANCE: The Company has taken adequate insurance to cover its assets. LISTING: The Company's Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has paid the listing fees for the year 2012-2013 to both the Stock Exchanges. EMPLOYEES: As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required. AUDITORS' OBSERVATIONS: With regard to the observation of auditors regarding:- 1. Non provision of the option loss, the management is of the opinion that the said liability is of contingent nature and for the same, legal matter is pending at DRT Mumbai. In view of the same provision has not been made for the option loss and interest thereon. 2. The Company is yet to initiate the process of obtaining confirmation from suppliers who have registered themselves under Micro, Small and Medium Enterprises Development Act, 2006. In the absence of relevant information, the balance due to micro, small and medium enterprises and interest paid and payable under MSMED Act, 2006 could not be complied with and disclosed. 3. The Company is in process of preparing/compiling the records of Fixed Assets including the quantitative and situation of fixed assets. Once the records have been compiled, the management would verify the fixed assets physically, however the company has a regular programme of verification which is reasonable having regard to the size of the company and nature of its business AUDITORS: The Company's Auditors M/s. G. K. Choksi & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting but being eligible offers themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the Annexure to this report. ACKNOWLEDGMENT: The Board is thankful to its bankers for their continued support and assistance, which has played important role in progress of the Company. Your Directors places on records the contribution of employees of the Company at all levels and other business associates for their commitment, dedication and respective contribution to the Company's operations during the year under review. FOR AND ON BEHALF OF THE BOARD FOR ARCHIT ORGANOSYS LIMITED. Place: Registered Office Plot No. 25/9/A, Phase III, G.I.D.C. Naroda, Ahmedabad - 382 330 (KANDARP K. AMIN) Date: 29th May, 2012 CHAIRMAN ANNEXURE TO THE DIRECTORS' REPORT: PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988. (A) Conservation of energy: a) Energy conservation measures are taken: The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy The office area is designed in such a way that during day time not much artificial lighting is necessary in the office. b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy and other raw materials. Company is continuously monitoring and making effort for optimum utilization of equipments which ensures to conserve energy during routine operations itself. There is no specific investment plan for energy conservation. c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods. Impact of the measures mentioned here in above in point (a) and (b) certainly reduces the energy consumption and consequent impact on the cost of production of services. d) Total energy consumption and energy consumption per unit of production as per Form A of the Annexure: FORM-A FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY: A. POWER & FUEL CONSUMPTION Current year Previous year 1. Electricity a) Purchase Units KWH (in lacs) 6.97 8.37 Total amount (Rs. In Lacs) 41.45 46.02 Rate/Unit (Rs. per KWH) 5.95 5.50 b) Own Generation: Units (in lacs) N.A. N.A. Total amount (Rs. in lacs) N.A. N.A. Rate/Unit (Rs.) N.A. N.A. 2. Coal & Lignite N.A. N.A. 3. Furnace Oil N.A. N.A. 4. Other (integral generation) N.A. N.A. B. Consumption per unit of production Standards Current year Previous year (if any) 1 2 Products (with details) unit - - - Electricity - 0.83 0.87 Furnace oil - - - Coal (specify quality) - - - Other (specify - - - (B) Technology Absorption: The efforts made in technology absorption are mentioned below in Form-B. FORM - B Form for disclosure of particulars with respect to absorption RESEARCH AND DEVELOPMENT (R & D): 1. Specific areas in which (R & D) carried out by the Company. Company is continuously carrying out R & D activities in the areas of new product/process development, improvement in existing process. These efforts have resulted in improvement in production process, better quality, stability and bio invisibility. 2. Benefits derived as a result of the above R&D. Production processes have improved resulting in better productivity. 3. Future plan of action: The Company has nothing to report under this clause. 4. Details of R & D Expenditure: Expenditure charged to respective primary heads of accounts. TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION: 1. Efforts, in brief, made towards technology absorption, adaptation and innovation.: Company has always been making best effort towards technology absorption, adaptation and innovation to improve the quality. 2. Benefits derived as a result of the above efforts e.g. product, improvements, cost reduction, product development, import substitution etc.: It improves the quality of company's products being manufactured and reduces the cost of production. 3. Details of Technology imported (during the last 5 years): a. Technology imported : N.A. b. Year of import : N.A. c. Has technology been fully absorbed? : N.A. d. If not absorbed, areas where this has not taken place, reasons there for and future plan of action : N.A. FOREIGN EXCHANGE EARNINGS AND OUTGO: 1. Activities relating to exports: The company is concentrating on continuous quality and product improvement. The company is also planning to increase its presence in the global market and also to explore new market and also to explore new market for its activities. 2. Total foreign exchange used and earned: Current year Previous year Earnings Rs. 1280.71 lacs Rs. 1326.90 lacs Out go Rs. 666.58 lacs Rs. 512.20 lacs FOR AND ON BEHALF OF THE BOARD FOR ARCHIT ORGANOSYS LIMITED. Place: Registered Office Plot No. 25/9/A, Phase III, G.I.D.C. Naroda, Ahmedabad - 382 330 (KANDARP K. AMIN) Date: 29th May, 2012 CHAIRMAN CIN.: L24110GJ1993PLC019941 Nominal Capital Rs.: 33,000,000/- SECRETARIAL COMPLIANCE CERTIFICATE: To, The Members, ARCHIT ORGANOSYS LIMITED. (Formerly known as SHRI CHLOCHEM LIMITED) Plot No. 25/9-A, Phase-III, GIDC Naroda, Ahmedabad - 382 330. We have examined the registers, records, books and papers of ARCHIT ORGANOSYS LIMITED (Formerly known as Shri Chlochem Limited), (the Company) as required to be maintained under the Companies Act, 1956 (the Act), and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the year ended 31-03-2012. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents and to the best of our knowledge and belief, we certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions of the Act, and the rules made thereunder and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Gujarat. 3. The Company, being a Public Limited Company and has minimum prescribed share capital and comments on the maximum number of members during the year under review is not required. 4. The Board of Directors duly met 7 times on (1) 01-04-2011 (2) 20-05-2011 (3) 12-07-2011 (4) 11-08-2011 (5) 14-11-2011 (6) 14-02-2012 and (7) 28-03- 2012 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Audit Committee duly met on (1) 20-05-2011 (2) 11-08-2011 (3) 14-11- 2011 and (4) 14-02-2012 in respect of which meeting proper notice was given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The Remuneration Committee met on 01 -04-2011 in respect of which meeting proper notice was given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. 5. The Company closed its Register of Members from 29-08-2011 to 02-09-2011 and necessary compliance of section 154 of the Act has been made during the year under review. 6. The Annual General Meeting for the financial year ended on 31 -03-2011 was held on 02-09-2011 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. No Extra Ordinary General Meeting was held during the year under review. 8. The Company has not advanced any loans to its Directors or persons or firms or Companies referred to under section 295 of the Act during the year under review. 9. The Company has not entered into any contracts falling within the purview of section 297 of the Act. 10. The Company was not required to make any entries in the register maintained under section 301 of the Act, in respect of the contracts falling within the purview of section 297 of the Act, during the year under review. 11. The Company has obtained necessary approvals from the Board of Directors and members of the Company pursuant section 314 wherever applicable and approval of Central Government was not required to be obtained under the said section. 12. The Company has not issued any duplicate share certificate during the year under review. 13. During the year under review: (i) The Company has delivered all the certificates on lodgment there of for transfer/transmission of shares in accordance with the provisions of the Act and there was no allotment of Shares or securities. (ii) The Company has not deposited any amount in a in separate Bank Account as no dividend was declared. (iii) The Company was not required to post warrants to any members of the Company as no dividend was declared. (iv) The Company has not transferred any amounts in unpaid dividend account application money due for refund, matured deposits, matured debentures and interest accrued thereon, which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund as there were no amounts outstanding; (v) The Company has duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and during the year appointment of additional Director has been made in accordance with the provisions of the Act and there was no appointment of Alternate Directors and Directors to fill casual vacancy during the year under review. 15. The Company's Paid-up Share Capital being less than the prescribed limit of Rs. 5 Crores, it is not required to appoint any Managing Director/Whole-time Director/Manager and accordingly provisions of Section 269 of the Act, are not applicable. 16 The Company has not appointed any sole-selling agents during the year under review. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act, during the year under review. 18. The Directors have disclosed their interest in other firms/Companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. 19. The Company has not issued any shares, debentures or other securities during the year under review. 20. The Company has not bought back any shares during the year under review. 21. As there were no preference shares or debentures issued, there was no redemption of preference shares or debentures during the year under review. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A of the Act during the year under review. 24. The amounts borrowed by the Company from financial institutions/banks, during the period under review are with in the borrowing limits of the Company and that necessary resolution as per section 293(1)(d) of the Act has been passed on 30-12-2009 in duly convened Annual General meeting. 25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate during the year under review and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one state to another during the year under review. 27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under review. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under review. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under review. 30. The Company has not altered its Articles of Association during the year under review. 31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the year under review, for offences under the Act. 32. The Company has not received any money as security from its employees during the year under review. 33. The Company has not constituted any separate provident fund of employees or any class of employees as envisaged under section 418 of the said Act. FOR UMESH PARIKH & ASSOCIATES COMPANY SECRETARIES Date : 29th May, 2012 (UMESH PARIKH) Place: Ahmedabad Proprietor C. P. No.: 2413 ANNEXURE 'A' List of Registers as maintained by the Company: 1. Register of Transfer under Section 108 2. Register of Charges under Section 143 3. Register of Members under Section 150 4. Index of Members under Section 151 5. Minutes book of General Meetings, Board meetings and committee meetings u/s 193 6. Books of accounts under Section 209 7. Register of Contracts under Section 301 8. Register of General notice of directors under Section 301(3) 9. Register of Directors etc. under Section 303 10. Register of Directors' Shareholding under Section 307 11. Register of renewed and duplicate Share Certificate ANNEXURE 'B' Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities for and during the financial year ended on 31-03-2012. Sr. Form No./ Filed Under Descriptions Date of C1 C2 No. Return Section Filing 1. 32 303(2) Appointment of 30-04-2011 Yes N.A. Mr. Sanjay Kothari as an additional director of the Company w.e.f. 01.04.2011 2. 23 269, 198, Special 30-09-2011 Yes N.A. 309, 310, resolutions Sch XIII & passed at AGM 314 for revision in remuneration payable to whole-time Directors of the Company and appointment and payment/ revision of remuneration to the relatives of Directors. 3. 32 303(2) Appointment of 01-10-2011 Yes N.A. Mr. Sanjay Kothari as a Director in AGM held on 02-09-2011. 4. 66 383/A Secretarial 22-10-2011 No Yes Compliance Certificate for the financial year ended 31-03-2011. 5. 20B 159(1) Annual Return 22-10-2011 Yes No made up to 02-09-2011. 6. 1A 21 Application for 17-02-2012 Yes No availability of name for change of name. 7. 23AC & 220 Annual Report 14-03-2012 No Yes 23ACA for the financial year ended 31-03-2011. C1 = Whether Filed Within Prescribed Time Yes/No C2 = If Delay In Filing Wherther Requisite Additional Fee Paid Yes/No MANAGEMENT DISCUSSION AND ANALYSIS Industry Structure and Developments: The Company is primarily engaged in the business of manufacturing and sale of various chemical products. The Company has capacity to withstand in the market and face the stiff competition prevailing in the chemical business market. The financial year 2011-12 has been good for our Company and has achieved good growth in sales turnover as compared to previous financial year because Archit Polymers Pvt Ltd business was taken over by Shri Chlochem Ltd. Opportunities and Outlook: The Company is optimistic about its growth prospectus in the future. The Company has been concentrating on building brand image in the market. The Company is facing stiff competition from various chemicals companies in domestic market. However, Company is well positioned to leverage the opportunities to manage the challenges that have arisen in domestic market. Outlook: The Company expects to increase its market share in the existing market by increasing its product range through new product launches, especially in pharma industry, expanding its geographical coverage in more regions and undertaking large job contracts. We are cautiously optimistic of our prospects in 2011-12 and believe that the year will go a long way in stabilizing our growth path. The Company also concentrates on adding new products to its existing product range. The Company also puts more efforts in R & D activities, reduction in process cycles, and improvement in existing process etc. The company is also diversifying in to pharma line, by importing bulk drugs and marketing in local market, apart from that the company is also looking to acquire a new unit of pharma formulation which will help the company to diversify its wings in the ever growing pharmaceutical industry. This would also help the Company to perform better in coming years. Risk and Concerns: Company is facing competition from various small-scale manufacturers in certain products. Manufacturing cost and administrative costs are also increasing day by day. But Company is equipped to meet the challenges by better marketing tactics, and effective management of cost and expenses. The Company is also required to follow and maintain the norms laid down by Gujarat Pollution Control Board (GPCB) for discharge of its effluents. The Company is adhering to the norms laid down by GPCB and has spent a large amount of funds on changing the old machinery and erecting new machines which adhere to the new stringent laws of GPCB. Internal Control Systems and their adequacy: The Company has an adequate system of Internal Control relating to purchase of stores, raw materials, plant & machineries, equipments & various components and for the sale of goods commensurate with the size and nature of business of the Company. The system of Internal Control of the Company is adequate keeping in mind the size and complexity of your Company's business. Systems are regularly reviewed to ensure effectiveness. Financial Performance: Financial Performance with respect to Operational Performance is discussed in the main part of the Report. Operational expenditures have also increased because of the increased financial commitments. Material Developments in Human Resources Industrial Relations: The Chemical industry is knowledge driven, considering this aspect we continue to build our team with high quality talent. The Company is putting thrust on providing training both in-house and outside. The key personnel are technically qualified and fully trained to run chemical plants. Company has develop in house quality products of SMCA powder in to crystal form for the first time in Indian market. This product is developed by Mr. Archit Amin, who has studied in U.S.A. This will fetch goods business in export markets with better profitability. The Company maintains cordial & harmonious relation with its employees.

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard