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.
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
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.
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:
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 isNil.
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
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.
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) |