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Archana Software Ltd.

BSE: 530565 Sector: Others
NSE: SSLFINANCE ISIN Code: INE149B01015
BSE 00:00 | 07 Oct 4.06 0
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NSE 05:30 | 01 Jan Archana Software Ltd
OPEN 4.06
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VOLUME 1400
52-Week high 5.19
52-Week low 1.47
P/E
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Buy Price 0.00
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Sell Price 0.00
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OPEN 4.06
CLOSE 4.06
VOLUME 1400
52-Week high 5.19
52-Week low 1.47
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Archana Software Ltd. (SSLFINANCE) - Director Report

Company director report

To the Members:

Your Directors have pleasure in presenting the Twenty Sixth Annual Report and AuditedAccounts of the Company for the financial year ended 31st March 2020.

1. RESULTS OF OPERATIONS

The Company during the year achieved a turnover of Rs. 12851673 as againstRs.8662707 of the previous year. The Company has incurred a loss of Rs. 215655 asagainst Profit of Rs. 135014 previous year. The performance summary is presented below:

(Amount in Rupees)

Particulars FY 2019-20 FY 2018-19
Revenue from Operations 12851673 8662707
Other Income NIL NIL
Total Income 12851673 8662707
Total Expenses 13051343 8512788
Profit / (Loss) before Interest and Depreciation (199670) 149919
Tax Expenses
-Current Tax -
-Deferred Tax Liability/( Assets) 15985 14905
-Excess Provision for Tax Written Back -
Net Profit/Loss for the year (215655) 135014

2. TRANSFER TO RESERVES

During the year under review the company has incurred loss of Rs.215655 and hence thecompany has not transferred to reserves.

3. DIVIDEND

During the year under review the company has incurred loss of Rs.215655 and hence

the company does not recommend any dividend.

4. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2020 was Rs.60439.500/-. No

additions and alterations to the capital were made during the financial year 2019 -2020.

5. LISTING OF SHARES

The Shares of the Company are listed in the Bombay Stock Exchange.

6. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any subsidiaries associates and joint venture companies.

7. 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 hasbeen 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 internal 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.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Mr.S.Vasanth Kumar Director retire by rotation and being eligible offers himself forre-appointment.

During the financial year 2019-2020 Mr. Chikalpat Yogesh Fai resigned from theCompany. The Board conveyed its appreciation for his valuable services during his tenureas a Whole Time Director of the Company.

During the year Mr.A. Vishnu Sankar was appointed as an Additional Director and hisappointment as a Whole Time Director is recommended by Board for your approval.

BOARD COMPOSITION

The Board is well constituted with composition of two executive and one non-executiveand three independent directors.

Category Name of Director
Executive Director Mr. A.Vishnu Shankar - Director
Non - Executive Director Mr. S.Vasanth Kumar
Mr. S.Sonachalam
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.

9. NUMBER OF MEETINGS OF THE BOARD

During the year. Eight Meetings of the Board of Directors were held. The details of theMeetings of the Board are provided in the Corporate Governance Report attached with thisReport.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and of the Listing Agreement theBoard has carried out Annual Performance Evaluation of its own performance the Directorsindividually as well the evaluation of the working of its Audit. Nomination &Remuneration and Stakeholder Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

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

During the year under review the Independent Directors met on 05thFebruary 2020 inter alia to:

(i) Review the performance of Non - Independent directors and the Board as a whole.

(ii) Review the performance of the Chairperson of the Company taking into account theviews of executive directors and non-executive directors.

(iii) 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 wwwarchanasoftware.com.

11. 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 2020 which has been relied on by theCompany and placed at the Board Meeting.

12. 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 Annexure - I. The policy can be viewed on the company's website:www.archanasoftware.com.

13. 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.

14. 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 includingcriteria for determining qualifications positive attributes independence of a Directorand other related matters as required under Section 178(3) of the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and is also available on theCompany's website: www.arhanasoftware.com.

15. 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.

16. 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 forming part of internal auditors' report key issues and areas ofimprovement significant processes and accounting policies.

17. INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act 2013 read with Rule 13of Companies (Accounts) Rules 2014. your Company is required to appoint an internalauditor to carry out the internal audit function. Your company is yet to comply with thesame.

18. 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.

19. 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.

20. 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.

21. STATUTORY AUDITORS

At the Annual General Meeting held on 12h December 2019 the membersapproved the appointment of M/s. GKP Associates Chartered Accountants (Firm RegistrationNo. 007680S) as the Statutory Auditors of the Company for a period of three years fromthe conclusion of that Annual General Meeting till the conclusion of 28thAnnual General Meeting of the Company to be held during the calendar year 2022.

22. COMMENT ON STATUTORY AUDITOR'S REPORT

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

23. 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.

24. 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 year2019- 20. The Secretarial Audit report as received from the Secretarial Auditor is annexedto this report as Annexure - II

25. COMMENT ON SECRETARIAL AUDIT REPORT

The Company is in the process of taking action for regularizing the qualificationsgiven by the secretarial Auditor in their report.

26. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. T his framework seeks to create transparency minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business segments. The Company has identified various risksand also has mitigation plans for each risk identified. The Risk Management Policy of theCompany is available on our website: www.archanasoftware.com.

27. PARTICULATS 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.

28. RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to Section188(1) of the Companies Act 2013 in prescribed Form AOC-2 is appended as Annexure -III. The policy on Related Party Transaction is available on our website wwwarchanasoftware.com.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your company was not having profits more than Rs. FIVE Crores in the year 2019-2020 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.

30. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in the prescribed Form MGT-9 is annexed to and formspart of this Report is appended as Annexure- IV.

31. 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”.

32. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the Management Discussion and Analysis are attached which formspart of this report. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and is of the view that such systems are adequate and operatingeffectively

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

vii) Nomination & Remuneration policy

viii) Policy on related party transactions

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

33. 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 wwwarchanasoftware.com.

34. 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 05th February 2020. Further duringthe year under review your company has not received any complaints pertaining to sexualharassment.

35. DEPOSITS FROM PUBLIC

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and rules thereunder.

36. 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 minimized. 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.

37. 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.

38. CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of the SLBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Corporate Governance Report forms a part of Director'sReport and attached as Annexure - V.

39. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SLBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's Discussion and AnalysisReport forms a part of Director's Report and attached as Annexure - VI.

40. 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
Sd/- Sd /-
Date: 26.08.2020 A. Vishnu Sankar S. Vasanth Kumar
Place: Tirupur Director Director
(DIN: 0008624593) (DIN:00405757)

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