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Archana Software Ltd.

BSE: 530565 Sector: Others
NSE: SSLFINANCE ISIN Code: INE149B01015
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NSE 05:30 | 01 Jan Archana Software Ltd
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VOLUME 1620
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OPEN 3.99
CLOSE 3.81
VOLUME 1620
52-Week high 5.42
52-Week low 2.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.00
Buy Qty 251.00
Sell Price 0.00
Sell Qty 0.00

Archana Software Ltd. (SSLFINANCE) - Director Report

Company director report

Dear Shareholders:

Your Directors have pleasure in presenting the 28th Annual Report and Audited Accountsof the Company for the financial year ended 31st March 2022.

1. RESULTS OF OPERATIONS

The Company's financial performance for the year under review along with previousyear's figures is given under:

 

(Amount in Rupees)
Particulars FY 2021-22 FY 2020-21
Revenue from Operations 20000 1467432
Other Income NIL NIL
Total Income 20000 1467432
Total Expenses 1435757 2462259
Profit / (Loss) before Interest and Depreciation (1415757) (994827)
Tax Expenses
-Current Tax
-Deferred Tax Liability/(Assets) 9431 10480
-Excess Provision for Tax Written Back
Net Profit/Loss for the year (1425188) (1005307)

During the year under review the Company has made loss of Rs 1425188 against loss ofRs 1005307 in the previous financial year.

2. BUSINESS PERFORMANCE:

The Company during the year has a turnover of Rs. 20000 as against Rs. 1467432 ofthe previous year. The.Company has incurred.net loss for the year as Rs. 1425188 Lakhsas compared to the loss of Rs. 1005307 of the previous year. Your Directors arecontinuously 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. 1425188 and hencethe company has not transferred to reserves.

4. DIVIDEND

During the year under review the company has incurred loss of Rs.1425188 and hencethe company does not recommend any dividend.

5. SHARE CAPITAL

The Authorised Capital of the company as on March 31 2022 is Rs.70000000/- dividedinto 7000000 Equity Shares of Rs.10/-each.

The paid up Equity Share Capital as on March 31 2022 was Rs. 50439500/-divided into6066700 Shares of Rs.10/-each and had unpaid call amount of Rs. 227500.

6. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review the company has not granted any Loans / Investments orguarantees 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 2021-22.

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 herebyconfirm:

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 andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the Company for that period. '

3. That they had taken proper and sufficient care for the maintenance of adequacyAccounting Records in accordance with the provisions of the Act for safeguarding theAssets 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 andthat such interna! financial controls are adequate and operating properly; and

6. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

11. CORPORATE GOVERNANCE: .

Since your Company's paid-up Equity Capital and Net worth is less than Rs.10 Croresand Rs.25 Crores respectively the provisions of SEBI (LODR) 2015 relating to CorporateGovernance is not applicable to the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Mr.S. Vasa nth Kumar Director retire by rotation and being eligible offers himselffor reappointment. ' .

BOARD COMPOSITION

The Board is well constituted with composition of one executive and one non-executiveand 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 withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the followingare 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 Seven meetings of the Board of Directors were held. The dates of suchBoard Meeting are:

S.NO Date of the Board Meeting
1 10th May 2021
2 30th June 2021
3 21st July 2021
4 14th August 2021
5 25th August 2021
6 15th November 2021
1 11th February 2022

The details of attendance of each Director at the Board Meetings along with the numberof meetings held during the year:

Name Category No. Of Board Meetings Field No. of Board Meeting attended
Mr A.Vishnu Shankar Executive -Whole Time Director 7 7
Mr. S.Vasanth Kumar ' Non-Executive- Director 7 7
Mr. S.Sonaachalam Independent-Non Executive Director 7 7
Mr. P.Parimala Independent-Non Executive Director 7 7
Mr V.Paranthaman Independent-Non Executive Director 7 7

14. BOARD EVALUATION

A formal evaluation mechanism is in place for evaluation the performance of the Boardcommittees thereof individual directors and the Chairman of the Board. The evaluation ofboard is carried out annually as per the provisions of the Companies Act 2013 rulesthereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Performance evaluation of each Director is based on the criteria as laid down from time totime by the Nomination and Remuneration Committee. Criteria for performance evaluationincludes aspects such as attendance for the meetings participation and independenceduring the meetings interaction with Management Role and accountability to the Boardknowledge and proficiency and any other factors as may be decided by the Nomination andRemuneration Committee. Further performance evaluation of an Executive Director is donebased on business achievements of the company.

A) EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTOR'S MEETING:

During the year under review the Independent Directors met on 11th February 2022inter 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 theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties. .

The above policies are available in the website of the company www.archanasoftware.com.

15. INDEPENDENT DIRECTOR'S DECLARATION

All Independent Directors have given declarations that they meet the Criteria ofindependence laid down under Section 149 of the Companies Act 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure requirements) Regulations2015.in respect of financial year ended 31st March 2022 which has been relied on by theCompany and placed at the Board Meeting.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act read with Section 197 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beendisclosed at the company's website: www.archanasoftware.com.

17. BOARD DIVERSITY

The Company recognizes that building a Board of diverse and inclusive culture isintegral to its success. The Board considers that its diversity including genderdiversity is a vital asset to the business. The Board has adopted a Board diversitypolicy 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 remunerationof the Directors Key Managerial Personnel and Senior Executives of the

Company including criteria for determining qualifications positive attributesindependence of a Director and other related matters as required under Section 178(3) ofthe Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andis also available on the Company's website: www.arhanasoftware.com.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has framed a whistle blower policy. Directors and employees have fullaccess to the Chairman of the Audit Committee to report their genuine and serious concernsand is also available on the Company's website: www.archanasoftware.com.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has formulated a Framework on Internal Financial Controls and laid downPolicies and procedures commensurate with the Size and nature of its operations pertainingto financial reporting. In accordance with Rule 8 (5) (viii) of Companies (Accounts)Rules 2014 the Company has adequate internal control systems to monitor businessprocesses financial reporting and compliance with applicable regulations and they areoperating effectively. The systems are periodically reviewed by the Audit Committee of theBoard for identification of deficiencies and necessary time bound actions are taken toimprove efficiency at all the levels. The Committee also reviews the observations formingpart of internal auditors' report key issues and areas of improvement significantprocesses and accounting policies.

21. INTERNAL AUDITORS

Mr. Balasubramanian of M/s. Future consulting are the independent internal Auditors ofthe Company. The Audit Committee determines the scope of internal Audit in line withregulatory and business requirements

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

23. COMMITTEES OF THE BOARD

With a view to have more focused attention on various business aspects and betteraccountability 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 theirduties entrusted by the Board. The details pertaining to the composition of the variousCommittees is also available on the Company's website: www.archanasoftware.com.

24. Audit Committee

As required under section 177(8) the Audit Committee comprises of 4 Directors of which3 are Independent Directors. The Committee was chaired by a Non-Executive independentDirector with requisite qualification. In the opinion of the Board of Directors all themembers of Audit Committee are financially literate and also have accounting or relatedfinancial management experience.

Composition

The Company derived immense benefit from the deliberation of audit Committee comprisingof 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 isa Non- Executive Independent Director.

The Committee had met 4 (Four times on the following dates during the financial year2021-2022.

S.NO Date of Meeting
1 30th June 2021
2 14th August 2021
3 15th November 2021
4 11th February 2022

The attendance of directors at the Audit Committee meetings held during the financialyear 2021-2022 is given below:

Name Meetings held Meeting attended
Mr.V. Paranthaman 4 4
Mr.S.Sonaachaiam 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 threeIndependent Directors to look after the appointment promotions and payment ofremuneration to the working Directors and Senior Executives of the Company.

Composition:

The Company derived immense benefit from the deliberation of Nomination andRemuneration Committee comprising of the following directors of the Company:

Name Category of Membership
Mr. S. Sonaachaiam Chairman
Mrs. P.Parimala Member
Mr. V. Paranthaman Member

Meeting and Attendance of the Committee:

During the financial year two Nomination and Remuneration Committee meetings were heldon following dates:

S. No. Date of the Meeting
1. 14th August 2021
2. 11th February 2022

The attendance of Directors of Nomination and Remuneration Committee meeting heldduring the financial year 2021-22 is given below:

Name No. of Meetings held No. of Meetings attended
Mr.S. Sonaachalam 2 2
Mrs. P.Parimala 2 2
Mr.V. Paranthaman . 2 2

26. Stakeholders Relationship Committee

The Companies Act 2013 and the Listing Regulations requires that StakeholdersRelationship Committee is to be constituted to consider and resolve the grievances ofsecurity holders. The Board of the Company has constituted a Stakeholders RelationshipCommittee with an Independent Director as its Chairman in tune with the CorporateGovernance requirements under listing requirements.

Composition

Name of the Director Category of Membership
Mrs. P. Parimala Chairman
Mr.V.Paranthaman 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 14th August 2021 &11th February 2022.

The attendance of Directors of Stakeholders Relationship Committee meeting held duringthe financial year 2021-22 is given below:

Name Meetings held Meetings attended
Mrs. P. Parimala 2 2
Mr.V.Paranthaman 2 2
Mr. S.Sonaachalam 2 ' 2
Mr. S.Vasanth Kumar 2 2

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors had adopted a Code of Conduct for the Board Members andemployees of the Company. This Code helps the Company to maintain the Standard of BusinessEthics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at theBoard and by employees. The Compliance Officer is responsible to ensure adherence to theCode by all concerned and is available on the Company's website: www.archanasoftware.com.

The Code lays down the standard of conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code

28. DEPOSIT

The company has not invited accepted or renewed any fixed deposit from the publicduring the year. No amount on account of principal or interest on fixed deposit wasoutstanding as on the date of Balance sheet

29. STATUTORY AUDITORS

At the Annual General Meeting held on 12th December 2019 the members approved the re-appointment of M/s. GKP Associates Chartered Accountants (Firm Registration No. 007680S)as the Statutory Auditors of the Company for a period of three years from the conclusionof that 25th Annual General Meeting till the conclusion of 28th Annual General Meeting ofthe Company to be held during the calendar year 2022.

M/S. N Raja and Associates Chartered Accountant (FRN: 003388S) to be appointed asstatutory auditor of the company for the term of five years in the 28th Annual GeneralMeeting which is to be held on 22nd September 2022 and they continue to be the Auditorstill 33rd Annual General Meeting.

30. COMMENT ON STATUTORY AUDITOR'S REPORT

There are no qualifications reservations remarks or a disclaimer made by M/$. G.K.P.Associates Statutory Auditors in their audit report.

31. COST AUDITORS

Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand 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 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms.LakshmmiSubramanian of M/s Lakshmmi Subramanian & Associates Practicing Company Secretaries(Membership No. CP 3534) was appointed to conduct secretarial audit for the financial year2021-22. The Secretarial Audit report as received from the Secretarial Auditor Is annexedto this report as Annexure - I

33. COMMENT ON SECRETARIAL AUDIT REPORT

The Board of Directors taking necessary actions to rectify the observation remarks inthe Secretarial Audit report.

34. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse Impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website: www. a rch a n asoftwa re. com.

35. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186

During the year under review the company has not granted any Loans / Investments orguarantees 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 relatedparties referred to Section 188(1) of the Companies Act 2013 in prescribed Form AOC-2is appended as Annexure-II. The policy on Related Party Transaction is available on ourwebsite www.archanasoftware.com.

37. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company was not having profits more than Rs. Five Crores in the year 2021-2022 ornet worth more than Rs.500 Crores or turnover of more than Rs.1000 Crores in the Previousfinancial year and therefore Constituting of Corporate Social Responsibility committee andits compliance in accordance with the provisions of section 135 of the Act does notarise.

38. EXTRACT OF ANNUAL RETURN

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms ofCompanies (Management and Administration) Amendment rules 2021 dated 5th March 2021Hence the question of attaching MGT-9 with this report does not arise. However theAnnual 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 rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in 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 ManagementDiscussion and Analysis are attached which forms part of this report. The Company hasdevised proper systems to ensure compliance with the provisions of ail applicableSecretarial Standards issued by the Institute of Company Secretaries of India and is ofthe view that such systems are adequate and operating effectively.

Policies

The Company has adopted the following policies and the same are available in thewebsite 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 vli) Nomination StRemuneration policy

viii) Policy on related party transactions

ix) Policy on sexual harassment of women at work place (prevention prohibition andredressal) Act 2013

41. POLICY ON INSIDER TRADING

On December 31 2018 the Securities and Exchange Board of India amended theProhibition of Insider Trading Regulations 2015 prescribing various new requirementswith effect from 1st April 2019. In line with the amendments your Company has adopted anamended Code of Conduct to regulate monitor and report trading by Designated Persons andtheir Immediate Relatives under the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015. This Code of Conduct also includes code of practicesand procedures for fair disclosure of unpublished price sensitive information which hasbeen made available on the Company's website www.archana50ftware.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 fail under top500 listed Companies on the basis of market capitalization.

43. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 top 500 listed entities based on market capitalizationare required to formulate a Dividend Distribution Policy. Accordingly your Company is notrequired to formulate the Dividend Distribution Policy. ;

44. PREVENTION OF SEXUAL HARRASMENT POLICY

Your company believes in providing a safe and harassment free workplace for everyindividual and endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

In this regard the Internal Complaints Committee was constituted by the Board forlooking into the complaints relating to sexual harassment of women at workplace with thefollowing 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 duringthe year under review your company has not received any complaints pertaining to sexualharassment. .

45. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

a) Energy Conservation: Conservation of energy continues to receive increased emphasisand steps are being taken to reduce the consumption of energy at all levels. The Companyhas taken steps to conserve energy in its office use consequent to which energyconsumption had been minimteed. No additional Proposals/ Investments were made to conserveenergy. Since the Company has not carried on industrial activities disclosure regardingimpact of measures on cost of production of goods total energy consumption etc is notapplicable.

b) Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreignexchange during the year under review.

c) Research and Development & Technology Absorption: The Company has not adoptedany technology for its business and hence no reporting is required to be furnished underthis heading. The Company will adopt necessary technology as and when required in thefurtherance of the business.

46. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future. .

47. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand 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 sincethe 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 disruptiondue to logistical impasse.

This led to delayed delivery resulting into reduced product shelf life and increasedinventory 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 pricesincluding Cotton Dyes Chemicals Coal etc.

On a positive note from the beginning of Q2 of FY 2021-22 post relaxation in Covid-19induced restrictions domestic market is showing an uptake in demand.

B. OPPORTUNITIES AND THREATS

Accelerated reopening of activities have re-opened opportunities for the textile marketwhich were quiet for a long time. Further China plus one policy by USA and Europe willlead to increase in demand for the Indian Market. With an added advantage of high qualitystandards and globally renowned accreditations our Company will be forging ahead with itssustainability 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 highfinished good prices. Consumers are therefore shifting their focus from cotton to man-madefibres. Further increase in prices of other commodities such as coal dyes and chemicalsis also making the industry non-competitive.

C. Risks and Concerns

There is a proliferation in cotton prices which cannot be absorbed in finished goodsprices. Preference is shifting from Cotton fibre to man-made fibres i.e. syntheticpolyester 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 offeringnew products meeting customer retail price points. Also focus will be on blending withman-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 assetsare safeguarded against loss from unauthorized use or disposition. The Company's policiesprocedures and guidelines are in place to ensure that ail the transactions are authorizedrecorded and reported correctly. The Company has an internal audit system commensurate toits size and the nature of its business. The Company also has adequate procedures forinternal financial controls to detect and prevent frauds and to protect the Company'sresources. The financial statements are prepared in accordance with the accountingstandards issued by Institute of Chartered Accountants of India.

F. HUMAN RESOURCES

Your Company continues to be focused towards employee empowerment. We acknowledge thecommitment and dedication of our team. With expanding operations we continue to build ourteam with on-board training across various processes.

G. ACCOUNTING TREATMENT

The financial statements have been prepared to comply with the Ind-AS includingaccounting standard notified under the provisions of the Companies Act 2013.

DISCLAIMER

Readers are cautioned that this discussion and analysis contains certain forwardlooking statements. All these statements always have certain risks and uncertainties.Actual results could differ materially from those expressed or implied and the Company isnot bound to publicly update or revise forwarding looking statements. Therefore readersare cautioned not to place undue reliance on these forwarding looking statements.

49. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the insolvency andbankruptcy code 2016 during the year

50. MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGSOF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT SUCH ASCOVID-19 PANDEMIC:

Nil

51. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bankor Financial Institution

52. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and AnalysisReport contain certain statements relating to the future and therefore are forward lookingwithin the meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and Incidental factors may however lead to variation in actualresults.

53. THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THEEMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OFEACH DIRECTOR AND KMP:

The information under section 197 of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

No director draw remuneration

b) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Director Company Secretary or Manager if any in the financial year

S.no Name Designation Remuneration for FY 2021-22 (per month) in Rs Remuneration for FY 2020-21 ( per month ) in Rs Increase in Remuneration
1. KRISHNAN RAMAKRISHNA N IYER Company Secretary 18000 18000 Nil ?'

c) The percentage increase in the Median Remuneration of employees in the financialyear:

The Median remuneration of the employee as on 31stMarch 2022 Rs. 216000/-

The number of permanent employees on the roils of the Company during the year: 1

d) Average percentile increases already made in the salaries of the employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there are any exceptional circumstances for increase in the managerial remuneration: Noincrease 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) ofChapter XIII the Companies (Appointment and Remuneration of Managerial Personnel Rules2014. Therefore details pertaining to Rule 5(2) &(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 does not arise and not provided for.Other than Company secretary and Chief financial officer no other person drawsremuneration/salary in the Company. : '

54. ACKNOWLEDGEMENT

The Board of Directors would like to thank all employees of the Company and alsoCompany's shareholders auditors customers and bankers for their continued support.

By Order of the Board of Directors
For ARCHANA SOFTWARE LIMITED
SdA Sd/-
Date: 13.08.2022 A. Vishnu Sankar S. Vasanth Kumar
Place: Chennai Director Director
{DIN:0008624593) (DIN:0040S757)

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