Your Directors present herewith the 26th Annual Report together with theAudited Statement of Accounts for the year ended on 31st March 2019.
The operating results of the Company for the year ended on 31st March 2019are briefly indicated below:
| ||Year ||Year |
| ||2018-2019 ||2017-2018 |
|Total Income ||8804.61 ||8455.75 |
|Operating Cost including Depreciation ||9070.79 ||8051.44 |
|Financial Expenses ||359.46 ||365.91 |
|Total Expenses ||(9430.25) ||(8417.35) |
|Profit / (Loss) before Taxation || |
|Provision for taxation - For Current Tax ||- ||8.55 |
|Provision for taxation - For Deferred Tax ||154.04 ||(12.46) |
|MAT credit Entitlement ||- ||(8.55) |
|Profit / (Loss) after Taxation || |
DIVIDEND AND TRANSFER TO RESERVES:
In view of losses your directors do not recommend any payment of dividend for thefinancial year. Further the Company has not transferred any amount to reserves during theyear.
PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS:
During the year under review total revenue from operations was increased to Rs.8466.98 Lacs as against Rs. 8170.99 Lacs in previous year Due to higher operationalexpense the Company has incurred loss. There is loss before Tax of Rs. 625.64 Lacs ascompared to profit of Rs. 38.40 Lacs in previous year and loss after tax of Rs. 471.60Lacs as compared to Profit of Rs. 50.86 Lacs in previous year.
The Company is confident to have better future performance.
Further details are given in management discussions and analysis report.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE END OF THIS REPORT:
There were no other material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
A report on Management Discussion and Analysis (MDA) is annexed to this report asAnnexure II inter-alia deals adequately with the operations and also current and futureoutlook of the Company.
As per the terms and conditions mentioned in the Letter of Offer dated February 222017 and the Articles of Association of the Company 42577 partly paid up equity shareswere forfeited by the Board of Directors in respect of which payment towards first andfinal call was not received within 12 months from the date of allotment. Resultantly thepaid up capital of the Company has been reduced from Rs. 150420115/- to Rs.150207230/- consisting of only fully paid up equity shares of Rs. 10/- each.
VARIATION IN UTILIZATION OF PROCEEDS OF RIGHTS ISSUE:
|Sr. No. Particulars ||Projected ||Actual ||Deviation |
|1 Project-I (Amount to be utilised in FY: 2016-17) ||778.47 ||778.47 ||- |
|2 Project-II (Amount to be utilised in FY: 2017-18)$ ||784.30 ||319.14 ||465.16 |
|2(a) Finance Technology upgradation and Capital expenses for MCA TCAC SBS CAC Unit ||165.16 ||165.16 || |
|2(b) Finance working capital needs for MCA TCAC SBS CAC Unit ||275.00 ||275.00 || |
|2(c) Prepayment of Term Loan of Union Bank of India ||25.00 ||25.00 || |
|3 Repayment of unsecured loan (Amount to be utilised in FY: 2016-17) ||320.00 ||320.00 ||- |
|4 General Corporate Purpose (Amount to be utilised in FY: 2017-18) ||582.78 ||582.78 ||- |
$ Due to postponement of Project II i.e. PAC unit balance unutilized amount ofRs. 465.16 lacs has been reallocated as referred in 2(a) 2(b) and 2(c) and said variationto utilise the proceeds of Rights issue has been approved by members by way of passing ofspecial resolution through postal ballot on 30th April 2018.
The Company has not accepted or renewed any deposits from public falling within thepurview of Section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits)Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY:
The Company does not fall under the criteria mentioned in Section 135 of the CompaniesAct 2013 ("the Act") read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and accordingly the Company is not required to constitute CSRCommittee and to spend any amount in CSR Activity.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 152 and other applicable provisions if any ofthe Companies Act 2013 Shri Archit Amin (DIN: 01681638) Whole Time Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting and hebeing eligible offers himself for re-appointment. Your Directors recommends his re-appointment.
Following changes in Director and KMP taken place during the Year:
1. Ms. Anchal Bansal has been appointed as Company Secretary and Compliance Officerw.e.f. 16th March 2019 in place of Mr. Darshan Kinkhabwala who has resigned from the evendate.
2. Mr. Bharatkumar Shrimali has resigned from the post of Chief financial officer (KMP)of the Company w.e.f. 23rd April 2018 and in his place Mr. Jilesh Gandhi has beenappointed on the same date. Further Mr. Gajendra Singh Rajput has been appointed as ChiefFinancial Officer (KMP) in place of Mr. Jilesh Gandhi w.e.f. 11th July 2018.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:
1. Shri Kandarp Amin-Whole Time Director
2. Mr. Gajendra Sigh Rajput - Chief Financial Officer
3. Ms. Anchal Bansal Whole Time Company Secretary
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on 31st March 2019 in the prescribed formMGT - 9 pursuant to provisions of Section 92(3) of the Companies Act 2013 and theCompanies (Management and Administration) Rules 2014 is annexed to this report as AnnexureIV.
CORPORATE GOVERNANCE REPORT:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aReport on "Corporate Governance" is attached as an Annexure III and formspart of this report.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe Directors' responsibility Statement the Directors' confirms that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures if any;
ii. they have selected such appropriate accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year on 31st March 2019 and of the loss of the Company for the yearunder review;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the accounts for the period ended on 31st March 2019on a going concern' basis.
v. They have laid down laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS:
During the year the Board of Directors duly met Seven(7) times. The details of theBoard Meetings are provided in the Corporate Governance Report which is annexed to theReport.
The properties and assets of the Company are adequately insured.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Directors of the Company under Section 149 (6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6).
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and Rules framed thereunder readwith the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 formalannual evaluation is to be made by the Board of its own performance and that of itsCommittees and Individual Directors. The Board after taking into consideration thecriteria of evaluation laid down by the Nomination and Remuneration Committee in itspolicy such as Board Composition level of involvement performance of duties attendanceetc. had evaluated its own performance the performance of its committees and IndependentDirectors (excluding the Director being evaluated).
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors at their separate meeting. The Directorsexpressed their satisfaction with the evaluation process.
POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:
Pursuant to the requirements of the Companies Act 2013 the policy on appointment ofBoard Members and policy on remuneration of the Directors KMPs and other employees is asattached as Annexure V to this report.
SECRETARIAL AUDIT REPORT:
M/s. Darshan Kinkhabwla & Associates Practicing Company Secretaries was appointedas Secretarial Auditor of the Company for the financial year 2018-19 pursuant to theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Reportsubmitted by them in prescribed form MR-3 is attached as Annexure VI to thisreport.
There are no qualifications or other observations or remarks of the SecretarialAuditors in the Report issued by them for the financial year 2018-19 which call for anyexplanation from the Board of Directors.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2013 all the contracts and arrangements with relatedparties entered by the Company during the financial year were in ordinary course ofBusiness and on arms' length basis. Details of the transactions are as mentioned in
During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in Ind AS-24 which is forming thepart of the notes to financial Statement.
The policy on Related Party Transactions has been uploaded on the website i.e.www.architorg.com.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:
Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014 is attached as Annexure-VII to this report.
The statement containing particulars of employees as required under section 197 of theCompanies Act 2013 read with Rule 5(2) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by members at the Registered office of the Company duringbusiness hours on working days of the Company upto the ensuing Annual General Meeting. Ifany member is interested in obtaining a copy thereof such member may write to the CompanySecretary in this regard.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has adopted internal control system considering the nature of its businessand the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures etc. The management is takingfurther steps to strengthen the internal control system.
RISK MANAGEMENT POLICY:
The Company has formulated the Risk Management Policy in order to safeguard theorganization from various risks through timely actions. It is designed to mitigate therisk in order to minimize the impact of the risk on the Business. The Management isregularly reviewing the risk and is taking appropriate steps to mitigate the risk.
In the opinion of the Board there has been no identification of element of risk thatmay threaten the existence of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
The Company which have been made Loans under the of Section186 of the Companies Act2013 during the financial year under review which has mentioned in Financial Statement ofthe Company however company has not provided any guarantee has not made any investmentsnor provided any security.
In view of the provisions of section 139 of the Companies Act 2013 the Company hadappointed M/s. Chirag R. Shah & Associates Chartered Accountants (Firm RegistrationNumber- 118791W) as statutory auditor of the Company for the period of 5(five) year in the24th Annual general Meeting.
In view of the amended provisions of section 139 by The Companies (Amendment) Act2018 the appointment of auditors is not required to be ratified every year at the AGM bythe members of the company and hence present statutory auditors of the company willcontinue to act as statutory auditor till the expiry of their present term.
1. Non provision of the option loss including interest the management is of theopinion that the said liability is of contingent nature and for the same legal matter ispending at DRT Mumbai. In view of the same it is not recognized as the liability andhence no provision has been made for the option loss and interest thereon.
2. Legal Proceeding has been filed by appropriate authority against Whole Time Directorand Manager of the Company for alleged violation of discharging contaminated water causingdeath of black bucks. The Management states that the Company and its director are notresponsible for the same. The company has received letter from GPCB revoking its order forclosure of the Bhavnagar unit. The legal proceeding is pending with appropriate Court.Time to time disclosures have been made to BSE Limited.
MAINTENANCE OF COST RECORDS:
The Directors of the Company to the best of their knowledge and belief state that theCompany has maintained adequate Cost records as required to be maintained by the Companyunder the provisions of Section 148 of the Companies Act 2013 read with the relevantRules framed thereunder.
DISCLOSURE OF AUDIT COMMITTEE:
The Audit Committee of the Company as on 31st March 2019 consists offollowing Directors as its members:
1. Shri Haresh Shah Chairman
2. Shri Bhupendra Mehta Member
3. Shri Rajendra Shah - Member
VIGIL MECHANISM :
Pursuant to provisions of Section 177(9) of the Companies Act 2013 and Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policyDirectors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc. to theChairman of the Audit Committee.
The vigil mechanism / whistle blower policy is also available on the website of theCompany www.architorg.com.
COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has complied with the provision relating to constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Further no case has been received under the saidact during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI which is attached to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany's operations as on date of this report.
The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.
COMPLIANCE OF SECRETARIAL STANDARD:
The Company has complied with the necessary secretarial standard which is applicable.
The Board is thankful to its bankers for their continued support and assistance whichhas played important role in progress of the Company.
Your Directors places on records the contribution of employees of the Company at alllevels and other business associates for their commitment dedication and respectivecontribution to the Company's operations during the year under review.
| ||BY ORDER OF THE BOARD |
| ||FOR ARCHIT ORGANOSYS LIMITED. |
|Place : Ahmedabad ||(KANDARP K. AMIN) |
|Date: August 13 2019 ||Chairman & Whole Time Director |
| ||DIN: 00038972 |