Your Directors have pleasure in presenting the 25th Annual Report of Archana Software Limited along with the audited financial statements for the year ended March 312019.
1. FINANCIAL RESULTS
(Amount In Rupees)
|Particulars||FY 2018-2019||FY 2017-2018|
|Revenue from Operations||8662707||329930470|
|Profit Before Tax & Extraordinary Items||149919||529172|
|-Deferred Tax Liability/(Assets)||14905||19805|
|-Excess Provision for Tax Written||-||-|
|Net Profit/Loss for the Year||135014||509367|
2. BUSINESS PERFORMANCE
During the year under review the Company has made a profit of Rs. 135014 as against Profit of Rs.509367 previous year. Your Directors are continuously taking all the efforts to improve the existing Business.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2019 was Rs.60439500/- No additions and alterations to the capital were made during the financial year 20182019.
The Directors have not recommended any dividend for the financial year 20182019.
5. PARTICULARS 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 Act2013.
6. TRANSFER OF PROFIT TO RESERVES
The Board of Directors has decided to retain the entire amount of profits in the Profit & Loss Account.Your company does not propose any transfer to funds to the General Reserve.
7. DEPOSITS FROM PUBLIC
During the year under review your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and rules thereunder.
8. RELATED PARTY TRANSACTIONS
Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act2013 in prescribed Form AOC-2 is appended as Annexure-1.
9. MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Management's Discussion and Analysis is set out in this Annual Report as Annexure -II.
10. 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 Company's 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 http://www.archanasoftware.com
11. BOARD POLICIES
The details of the policies approved and adopted by the board are provided in Corporate Governance Report.
12. HUMAN RESOURCES
To ensure good human resources management at Archana Software Limited we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company employees are motivated through various skill development engagement and volunteering programs. All the while we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams including the leadership.
13. 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 reviewThe committee met on 15th November 2018 and 06th February 2019. Further During the year under reviewyour company has not received any complaints pertaining to sexual harassment.
14. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn't have any subsidiaries associates and joint venture companies.
15. CORPORATE GOVERNANCE REPORT
In accordance with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 corporate governance report forms a part of Directors Report and attached as Annexure - III.
16. EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return in form MGT-9 as provided under sub section (3) of the Section 92 of the Companies Act 2013 (the Act) is annexed herewith as Annexure - IV.
17. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material change and events during the financial year. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year there were no such instances of significant and material orders passed by the regulators courts or Tribunals.
19. STATUTORY AUDITORS
Your Directors recommended the re- appointment of M/s. GKP Associates (Firm Regn.007680S). Chartered Accountants Tirupur as statutory auditors of the Company till conclusion of 28th Annual General Meeting to be held in the year 2022. The Company has received a letter from them stating that they satisfy the criteria provided in Section 141 of the Companies Act 2013 and the continuance of their appointment if ratified will be in accordance with the conditions prescribed under the Companies(Audit and Auditors) Rules 2014.
COMMENT ON STATUTORY AUDITOR S REPORT
There are no qualifications reservations remarks or disclaimers made by the Statutory Auditors in their audit report .The Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2018-19 and has given unmodified report.
20. SECRETARIAL AUDITOR
Pursuant to the requirements of Section 204 (1) of the Companies Act 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 2018-19.
COMMENT ON SECRETARIAL AUDIT REPORT
The company is in the process of taking action for regularizing the qualifications given by the secretarial auditor in their Report.
21. COST AUDITOR
The provisions of section 148 of the Companies Act 2013 relating to appointment of cost auditor is not applicable to the Company.
22. INTERNAL AUDITOR
Pursuant to the provisions of section 138 of the Companies Act 2013 read with with Rule 13 Of Companies (Accounts) Rules 2014 your Company is required to appoint a internal auditor to carry out the internal audit function. Your company is yet to comply with the same.
23. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which is a part of this report.
24. CORPORATE SOCIAL RESPONSIBILITY
The Company does not require to comply with the provisions of Section 135 of the Companies Act 2013 and hence the report on Corporate Social Responsibility is not applicable to our Company.
25. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
1. 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.
2. Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign exchange during the year under review.
3. 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.
26. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and of the Listing Agreement the Board has carried out annual performance evaluation of its own performance the directors individually as well the evaluation of the working of its Audit Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by Rotation
In terms of Section 152 of the Companies Act 2013 Mr. Vasanth Kumar (DIN:00405757) retires by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. S Vasanth Kumar offered himself for re-appointment and shall continue till his term as the Director.
Brief profile of Mr. S Vasanth Kumar (DIN:00405757) is given in the Notice of the ensuing Annual General Meeting of the Company.-
KEY MANAGERIAL PERSONNEL
The key managerial personnel of the Company are as under:
|1.||Mr. Chikalpat Yogesh Pai||Whole-Time Director|
|2.||Mr. Krishnan R Iyer||Company Secretary|
|3.||Mr.Gobalsamy Narendiran||CFO (till 09/10/2019)|
|4.||Mr. Rajmohan Chinnarajaaraja||CFO (W.e.f 14/11/2019)|
28. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION
Company's Policy on Director's appointment and remuneration including criteria for determining qualifications positive attributes independence of a director and other matters provided under section 178(3) of the Act and covered in Corporate Governance which forms a part of this report. Further information about elements of remuneration and package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act is enclosed as Annexure-IV in the prescribed form MGT-9 and forms part of this report. The policy can be viewed on the company's website : http://www.archanasoftware.com
29. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has laid down Code of Conduct for Directors and for Senior Management & Employees. All Board Members and Senior Management have affirmed compliance with the Code of Conduct for the year under review. Declaration to this effect signed by the Executive Director is appended as Annexure-VI to this report.
30. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the other Directors are related to each other within the meaning of the term relative as per Section 2 (77) of the Act and the provisions of the revised listing agreements.
31. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTORS' MEETING
During the year under review the Independent Directors met on 6th February 2019 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 the views of executive directors and non-executive directors;
III. 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.
32. EVALUATION OF INDEPENDENT DIRECTORS BY DIRECTORS' MEETING
During the year under review the Directors (other than Independent Directors) met on 6th February 2019 inter alia to:
I. Review the performance of the independent directors of the company taking into account the views of executive directors and non-executive directors;
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.
33. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
34. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and under SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
35. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization program of the independent directors. The detailed policy can be viewed on the company's website : http://www.archanasoftware.com/.
36. PARTICULARS OF REMUNERATION
None of the employees of the company was in receipt of remuneration in excess of the limited prescribed under the Companies Act 2013 and the rules framed thereunder.
37. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS
During the year the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
38. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The detailed policy can be viewed on the company's website : http://www.archanasoftware.com.
The Board of Directors would like to thank all employees of the Company and also Company's shareholders auditors customers and bankers for their continued support.
By Order of the Board of Directors
For ARCHANA SOFTWARE LIMITED
|Chikalpat Yogesh Pai||S.Vasanth Kumar|
|Date: 14.11.2019||(DIN: 02896131)||(DIN: 00405757)|
|Place: Chennai||(Whole Time Director)||(Director)|
ANNEXURES TO THE DIRECTORS' REPORT
Annexure-2 Management Discussion and Analysis Report. Annexure-3 Corporate Governance Report.
Annexure-4 Extract of Annual Return in MGT-9.
Annexure-5 Code of Conduct.
Annexure- 6 Auditors Certificate on Corporate Governance.
Annexure I FORM NO. AOC-2
Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis : NA
2. Details of material contracts or arrangement or transactions at arm's length basis are as follows:
|SI. No||Name(s) of the related party||Nature of relationship||Nature of contract||Duration of Contract||Value (Rs.)|
|1||M/s. Shakthi Knitting Limited||Owned & Controlled by same Promoters having significant control.||For sale/ purchase of Goods and to provide/ avail services||Every 12 months||Not exceeding 20 crore|
(a) Date of approval by the Board: 22/04/2019
(b) Amount paid as advances if any: Nil
|By Order of the Board of Directors|
|For ARCHANA SOFTWARE LIMITED|
|Place: Chennai ||sd/-|
|Date: 14.11.2019 ||S VASANTH KUMAR|