To,
The Members,
Your Directors have pleasure in presenting the 30th Annual
Report together with the Audited Standalone and Consolidated Financial Statement for the
year ended on 31st March,2023.
FINANCIAL RESULTS:
The operating results of the Company for the year ended on 31st March,
2023 are briefly indicated below:
( ` in lacs)
|
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
12 970.66 |
13 982.08 |
12 964.34 |
13 982.08 |
Operating Cost including Depreciation |
11 371.13 |
12471.84 |
11 372.63 |
12471.84 |
Financial Expenses |
220.91 |
244.05 |
220.91 |
244.05 |
Total Expenses |
11592.04 |
12839.55 |
11 593.54 |
12839.55 |
Profit before Taxation and Exceptional Item |
1378.62 |
1142.53 |
1370.80 |
1142.53 |
Exceptional Item |
(164.96) |
0.00 |
(164.96) |
0.00 |
Profit before Taxation |
1543.58 |
1142.53 |
1535.76 |
1142.53 |
Provision for taxation - For Current Tax |
265.00 |
145.00 |
265.00 |
145.00 |
Provision for taxation - For Deferred Tax |
268.99 |
312.20 |
268.99 |
312.20 |
MAT credit Entitlement |
(133.13) |
(137.82) |
(133.13) |
(137.82) |
Profit after Taxation |
1 142.72 |
823.15 |
1 134.90 |
823.15 |
DIVIDEND AND TRANSFER TO RESERVES:
An amount of Standalone net profit of ` 1,142.72 lakhs (previous year `
823.15 lakhs) and Consolidated net profit of ` 1,134.90 lakhs (previous year ` 823.15
lakhs) is proposed to be held as Retained Earnings.
Your Directors have recommended a dividend of ` 0.50 (5%) per share
[Previous Year ` 0.75/- (7.50%) per equity share] of ` 10/- each for the approval
of the Members at the ensuing 30th Annual General Meeting.
STATE OF THE AFFAIRS OF THE COMPANY & FUTURE PROSPECTS:
With the consistent performance and sheer dedication, the Company was
stable in performance. Not only, the Company was able to continue the momentum of earning
profit but has shown outstanding performance by reaching the bottom line profits of `
1,543.58 Lakhs as compared to ` 1,142.54 Lakhs in the previous financial year.
Total revenue from Operations of the Company for fiscal year 2023
reduced to ` 12,970.66 Lakhs as against ` 13,982.08 Lakhs for fiscal year 2022, showing a
reduction of 7.23% however Company's Net profit after Tax (PAT) is ` 1142.72 lakhs
for fiscal year 2023 against Profit of ` 823.15 lakhs for fiscal year 2022 i.e. increase
by 38.82%.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE END OF THIS
REPORT:
There has been no other material changes and commitments, which affect
the financial position of the Company which have occurred between the end of the financial
year of the Company and the date of this report.
Archit Life Science Limited (ALSL) ceased to be a wholly owned
subsidiary of the company after conclusion of financial year ended on 31/03/2023. The
Company is holding 19% of share capital of ALSL.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure A which is attached to this report.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
A report on Management Discussion and Analysis (MDA) is annexed to this
report as Annexure B, inter-alia deals adequately with the operations and also
current and future outlook of the Company.
SHARE CAPITAL
As on March 31, 2023, the paid up capital of the Company was `
20,52,07,230/- divided into 2,05,20,723 equity shares of ` 10/- each. During the year
under review there is no issue of equity shares with/ without differential Rights, sweat
equity shares, Stock Option etc., hence there was no change in the capital structure of
the Company.
DEPOSITS:
The Company has not accepted or renewed any deposits from public
falling within the purview of Section 73 of Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
LOAN FROM DIRECTOR:
The company has taken temporary loan from Smt. Archana K. Amin, Whole
Time Director of the Company of ` 225.00 lakhs which was repaid before closure of
financial year under review. Except this the Company has not raised any loan from
Directors.
CORPORATE GOVERNANCE REPORT:
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Report on "Corporate Governance" is attached as an Annexure
C and forms part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Composition of Board is in compliance with requirement of the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In terms of the provision of Section 149 of the Companies Act, 2013 and
Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a Company shall have at least one woman director on the board of the
Company. Your company has Mrs. Archana Amin as Director on the board since 01/04/2009, who
is presently the whole-time director of your Company.
Pursuant to the provisions of Section 152 and other applicable
provisions if any, of the Companies Act, 2013, Shri Kandarp K. Amin (DIN:00038972), Whole
Time Director of the Company is liable to retire by rotation at the forthcoming Annual
General Meeting and he being eligible offers himself for re-appointment.
Since the second term of appointment Shri Bhupendra Vishnuprasad Mehta
as an Independent Director (DIN: 00133677) will expire on 31/03/2024, he will not be
eligible for re-appointment. Thus, it is thought advisable to appoint Independent Director
at the forthcoming Annual General Meeting. The Board of Directors has appointed Shri
Bhavin Gautamkumar Shah (DIN: 07886304) and Shri Vatsal Shaileshbhai Vora (DIN: 05271169)
as Independent Directors for the term of five years w.e.f. 26/06/2023 subject to approval
of shareholders.
Necessary resolution for appointment of aforesaid Directors have been
proposed at ensuing Annual General Meeting for getting consent of members. Their
appointments are appropriate and in the best interest of the Company. Details of Director
seeking re-appointment as required under the Listing Regulations are provided in the
Notice forming part of this Annual Report.
Your Directors recommends passing of resolutions.
There was no change in the composition of the Board of Directors during
the financial year under review however following changes in KMP were taken place during
the Year:
1. Shri Gajendra Sigh Rajput has resigned from the office of Chief
Financial Officer w.e.f. 10/10/2022 |
2. Shri Ajay Patel has been appointed as Chief Financial Officer of the
Company w.e.f. 10/10/2022 |
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows: |
1. Shri Kandarp Amin-Chairman and Whole Time Director |
2. Shri Archana Amin - Whole Time Director |
3. Shri Archit Amin - Whole Time Director |
4. Shri Ajay Patel - Chief Financial Officer |
5. Mr. Vijay BoliyaWhole Time Company Secretary |
None of the Directors of the Company is disqualified for being appointed
as Director as specified in Section 164 (2) of the Companies Act, 2013. |
DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY AND
ALSO RECEIVING COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY PURSUANT TO
SECTION 197(14) OF THE ACT.
The Whole time Directors are not receiving any commission/ remuneration
from Subsidiary Company. The Company does not have any holding company.
DISCLOSURE ON REAPPOINTMENT OF INDEPENDENT DIRECTOR PURSUANT TO SECTION
149(10):
This clause is not applicable to the company during the financial year
under review.
ANNUAL RETURN:
Pursuant to Section 92 of the Act read with the applicable Rules, the
Annual Return for the year ended 31st March, 2023 will be accessed on the
Company's website at
https://www.architorg.com/investorrelations/invester_comunication/
2023/Annual%20Return%20MGT-7%20for%20FY%202022-23.pdf
NAME OF THE COMPANIES WHICH HAVE BECOME / CEASED TO BE SUBSIDIARIES,
JOINT VENTURES, ASSOCIATE COMPANY:
During the financial year under review, the company has incorporated
Archit Life Science Limited as wholly owned subsidiary of the Company. The Company does
not have any joint Ventures and Associate Company during the financial year under review.
PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES / JOINT VENTURE /
ASSOCIATE COMPANY:
The Wholly owned subsidiary of the Company has not started its business
as on closure of financial year under review. Details of Subsidiary in prescribed format
of AOC-1 has been attached herewith as Annexure D.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013
with respect to the Directors' responsibility Statement, the Directors' confirms
that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to material
departures, if any;
ii. they have selected such appropriate accounting policies and applied
them consistently and made judgments and estimates that were reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year on 31st March, 2023 and of the profit of the Company for the
year under review;
iii. they have taken proper and sufficient care 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;
iv. they have prepared the accounts for the period ended on 31st March,
2023 on a going concern basis.
v. They have laid down internal financial controls to be followed by
the Company 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 all applicable laws and that such systems were adequate and operating
effectively.
NUMBER OF BOARD MEETINGS:
During the year the Board of Directors duly met Nine(9) times. The
details of the Board Meetings are provided in the Corporate Governance Report which has
been annexed as Annexure C to the Report.
INSURANCE:
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 to the declaration given by the Independent Directors of the Company under
Section 149 (6) of the Companies Act, 2013, the Board hereby confirms that all the
Independent Directors have given declarations and further confirms that they meet the
criteria of Independence as per the provisions of Section149(6) and Regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are
independent to the Management of the Company.
PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Rules framed
thereunder read with Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 formal annual evaluation is to be made by the
Board of its own performance and that of its Committees and Individual Directors. The
Board after taking into consideration the criteria of evaluation laid down by the
Nomination and Remuneration Committee in its policy such as Board Composition, level of
involvement, performance of duties, attendance etc. had evaluated its own performance, the
performance of its committees and Independent Directors (excluding the Director being
evaluated).
The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors at their separate meeting held on
14th June, 2022. The Directors expressed 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 of Board Members and policy on remuneration of the Directors, KMPs and other
employees is attached as Annexure E to this report.
SECRETARIAL AUDIT REPORT:
M/s. Chetan Patel & Associates, Practicing Company Secretaries, was
appointed as Secretarial Auditor of the Company to conduct secretarial auditfor the
financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act,
2013. The Secretarial Audit Report submitted by them is attached as Annexure F to
this report.
COMMENT OF BOARD ON SECRETARIAL AUDITORS' OBSERVATIONS:
With respect to observations of the Secretarial Auditors'
1. The Company was maintaining the Structured Digital Database in MS
excel format till 15th November, 2022 thereafter the Company has been
maintaining the Structured Digital Database in strict compliance with applicable
regulations.
2. Regarding intimation to Stock exchange about the issue of duplicate
Share Certificate to shareholders of the Company, Company was intimating Stock Exchange
regarding loss of the share certificates, now also started separate intimation to Stock
Exchange regarding issue of duplicate share certificate(s).
3. So far content of the Corporate Governance Report, the Board has
taken note of the observation and decided to report on item(s) which may not be applicable
to the Company for period under review. Board has already placed corrigendum in this
regard on the website.
4. So far content of the Directors' Report, the Board has taken
note of the observation and decided to report on item(s) which may not be applicable to
the Company for period under review.
5. Due MCA technical issue few forms which are required to be filed
under provisions of Companies Act, 2013 with Ministry of Corporate Affairs have been filed
after due date.
6. Due to oversight, reference of the DIN has not been provided with
the name of the Director in few of the resolutions.
CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2013 all the contracts and
arrangements with related parties entered by the Company during the financial year were in
ordinary course of business and on arms' length basis. Details of the transactions
are as mentioned in
Annexure G.
During the year the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest
of the Company at large. Suitable disclosures as required are provided in Ind AS-24 which
is forming the part of the notes to financial Statement.
The policy on Related Party Transactions has been uploaded on the
website i.e. https://www.architorg.com/
investorrelations/Related%20Party%20transactions.pdf.
The Board of Directors of the Company has proposed the approval for
resolution pertaining to Material Related Party Transactions in the 30th AGM of
members of the Company.
DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) 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 Managerial Personnel) Rules, 2014 is attached as Annexure H of this report.
The statement containing particulars of employees as required under
section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In
terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to
the members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by members at the registered office of the
Company during business hours on working days of the Company up to the ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may
write to the Company Secretary in thisregard at share@architorg.com.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The Company has adopted internal control system considering the nature
of its business and the size and complexity of operations. The Board has adopted the
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial disclosures etc. The
management is taking further steps to strengthen the internal control system.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during
financial year under review.
CORPORATE SOCIAL RESPONSIBILITY:
Your Company has always laid emphasis on progress with social
commitment. We believe strongly in our core values of empowerment and betterment of not
only the employees but also our communities. Following this principle the Company had laid
the foundation of a comprehensive approach towards promoting and facilitating various
aspects of our surrounding communities. The Board has approved a policy for Corporate
Social Responsibility and same has been uploaded on the website i.e.
https://www.architorg.com/investorrelations/policy/2023/CSR%20Policy.pdf.
As required under Section 135 of the Companies Act, 2013 and to
demonstrate the responsibilities towards Social upliftment in structured way, the Company
has formed a Policy to conduct the task under CSR, during the year.
The Annual Report on Corporate Social Responsibility (CSR) Activities
alongwith Annexure as per Rule 8 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 and content of CSR policy is annexed as a separate AnnexureI.
The details about the policy developed and implemented by the company
on corporate social responsibility initiatives taken during the year has been mentioned in
the Annexure I.
RISK MANAGEMENT POLICY:
The Company has formulated the Risk Management Policy in order to
safeguard the organization from various risks through timely actions. It is designed to
mitigate the risk in order to minimize the impact of the risk on the Business. The
Management is regularly 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 that may threaten the existence of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT,2013:
The details of loan provided and investments made, if any are as
mentioned in the notes to accounts. The Company has not provided any guarantee or security
falling under purviewof Section 186 of the Companies Act, 2013 during the financial year
under review.
STATUTORY AUDITORS:
In terms of the provisions of section 139 of the Companies Act, 2013,
the Company had appointed M/s. G. K. Choksi & Co., Chartered Accountants, (Firm Reg.
no. 101895W) as statutory auditors of the Company for the period of 5 (five) year in the
29th Annual general Meeting.
In view of amended provisions of section 139 of the Companies Act,
2013, the appointment of auditors is not required to be ratified every year at the AGM by
the members of the company and hence present statutory auditors of the company will
continue to act as statutory auditor till the expiry of their present term.
In the Statutory Auditors' Report on the financial statements of
the Company for the financial year ended on 31st March, 2023, there is no
Qualified/Adverse Opinion from Statutory Auditor during the financial year under review.
During the financial year under review, auditors of the company has not
reported any fraud under sub-section (12) of section 143 of the Companies Act, 2013.
INTERNAL AUDITOR
M/s. S. N. Shah & Associates,Chartered Accountants, Ahmedabad has
been appointed as Internal Auditors of the Company. Internal Auditors are appointed by the
Board of Directors of the Company on a yearly basis, based on the recommendation of the
Audit Committee.The Internal Auditor reports their findings on the Internal Audit of the
Company, to the Audit Committee on a yearly basis. The scope of internal audit is approved
by the Audit Committee.
COST AUDITOR
Your Company has appointed Rajendra Patel & Associates, Cost
Accountants, Ahmedabad as Cost Auditor of your Company to audit the cost records for the
financial year 2023-24. As per Section 148 read with Companies (Audit and Auditors) Rules,
2014 and other applicable provisions, if any, of the Companies Act, 2013, subject to the
ratification by the members at the ensuing Annual General Meeting, at remuneration of `
75,000 (Rupees Seventy Five Thousand Only) excluding GST (if applicable) and out of pocket
expenses, if any.
MAINTENANCE OF COST RECORDS:
The Directors of the Company to the best of their knowledge and belief
state that the Company has maintained adequate Cost records as required to be maintained
by the Company under the provisions of Section 148 of the Companies Act, 2013 read with
the relevant Rules framed thereunder.
DISCLOSURE OF AUDIT COMMITTEE:
The Audit Committee of the Company as on 31st March, 2023
consists of following Directors as its members:
1. Shri Bhupendra Mehta -Chairman
2. Shri Sheeraj Desai -Member
3. Shri Nikul Patel - Member
VIGIL MECHANISM :
Pursuant to provisions of Section 177(9) of the Companies Act, 2013 and
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors had approved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this
policy Directors, Employees or business associates may report the unethical behavior,
malpractices, wrongful conduct, frauds, violations of the Company's code etc. to the
Chairman of the Audit Committee.
The vigil mechanism / whistle blower policy is also available on the
website of the Company www.architorg.com.
COMPOSITION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has complied with the provision relating to constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Further, no case has been received
under the said act during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
The Company has not received any significant or material orders passed
by any regulatory authority, court or tribunal which shall affect the going concern status
of the Company's operations as on date of this report.
INDUSTRIAL RELATIONS:
The Company has maintained cordial relations with the employees of the
Company throughout the year. The Directors wishes to place on record sincere appreciation
for the services rendered by the employees of the Company during the year.
COMPLIANCE OF SECRETARIAL STANDARDS:
The Company has complied with the applicable secretarial standards
issued by the Institute of Company Secretaries of India.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR:
HDFC Bank Ltd. has filed transfer petition under Section 7 of the
Insolvency and Bankruptcy Code, 2016 on 20.01.2023 before Hon'ble NCLT, Ahmedabad.
The matter is pending before the Hon'ble National Company Law Tribunal, Ahmedabad
Bench.
ACKNOWLEDGEMENT:
The Board is thankful to its bankers for their continued support and
assistance, which has played important role in progress of the Company.
Your Directors places on records the contribution of employees of the
Company at all levels and other business associates for their commitment, dedication and
respective contribution to the Company's operations during the year under review.
Place : Ahmedabad |
BY ORDER OF THE BOARD |
Date: 26th June, 2023 |
FOR ARCHIT ORGANOSYS LIMITED. |
REGISTERED OFFICE |
|
PLOT NO. 25/9-A, PHASE III, |
(KANDARP K. AMIN) |
G.I.D.C. NARODA, |
Chairman & Whole Time Director |
AHMEDABAD - 382 330 |
DIN: 00038972 |
|