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Directors Report of Archit Organosys Ltd.

Mar 31, 2013

To, The Members,

The Directors present the Annual Report together with the audited Statement of Accounts for the year ended 31 st March 2013.

FINANCIAL RESULTS:

The operating results of the Company for the year ended 31 st March 2013 are briefly indicated below:

(Rs. in lacs)

Year Year 2012-2013 2011-2012

Profit / (loss) Before Depreciation and Taxation 99.72 117.18

Depreciation 32.63 36.87

Profit / (Loss) before Taxation 67.09 80.311

Provision for taxation - For Current Tax 35.01 16.01

Provision for taxation - For Deferred Tax (7.29) (2.88)

Mat credit entitlement (11.64) 0

Profit / (Loss) after Taxation 51.01 67.18

DIVIDEND

In order to plough back resources, your directors do not recommend any payment of dividend for the financial year.

PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS.

During the year under review, the Company has earned revenue from operations Rs. 3839.97 lacs (Previous year Rs. 4643.50 lacs). Further details are given in management discussions and analysis report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges Management Discussions & Analysis Report is attached as part of this Annual Report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 58 A of the Companies Act, 1956.

DIRECTORS

Shri Sanjay Kothari and Shri Bhupendra Mehta, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, the Directors Confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed;

2) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The accounts have been prepared on going concern basis.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

The Company''s Securities are listed with the Stock Exchanges at Ahmadabad and Mumbai. The Company has paid the listing fees for the year 2013-2014 to both the Stock Exchanges.

EMPLOYEES

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

AUDITORS:

The Company''s Auditors M/s. G. K. Choksi & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting but being eligible offers themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

AUDITORS'' OBSERVATIONS:

With regard to the observation of auditors regarding:-

1. Non provision of the option loss including interest, the management is of the opinion that the said liability is of contingent nature and for the same, legal matter is pending at DRT Mumbai. In view of the same, it is not recognized as the liability and hence no provision has been made for the option loss and interest thereon.

2. The Company is yet to initiate the process of obtaining confirmation from suppliers who have registered themselves under Micro, Small and Medium Enterprises Development Act, 2006. In the absence of relevant information, the balance due to micro, small and medium enterprises and interest paid and payable under MSMED Act, 2006 could not be complied with and disclosed.

3. The Company is in process of preparing / compiling the records of Fixed Assets including the quantitative and situation of fixed assets. Once the records have been compiled, the management would verify the fixed assets physically, however the company has a regular programme of verification which is reasonable having regard to the size of the company and nature of its business

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the Annexure to this report.

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.

FOR AND ON BEHALF OF THE BOARD

FOR ARCHIT ORGANOSYS LIMITED.

Place: Registered Office

Plot No. 25/9/A, Phase III,

G.I.D.C. Naroda, Ahmadabad - 382 330 (KANDARP K. AMIN)

Date: 18th May, 2013 CHAIRMAN


Mar 31, 2010

The Directors present the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The operating results of the Company for the year ended 31st March 2010 are briefly indicated below:

Year Year 2009-2010 2008-2009 (6 months) (12 months)

(Rs.) (Rs.)

Profit / (loss) Before Depreciation and Taxation 82,25,047 (118,63,579)

Depreciation 17,10,135 38,63,369

Profit / (Loss) before Taxation 65,14,912 (80,00,210)

Provision for taxation - For Current Tax 20,00,000 NIL

Provision for taxation - For Deferred Tax 13,22,370 11,25,330

Provision for taxation - Frienge Benefit Tax NIL 1,66,683

Profit /(Loss) after Taxation 31,92,542 (92,92,223)

Prior period adjustments (7,73,939) 17,41,311

Profit / (Loss) after tax and prior period adjustments 24,18,603 (75,50,912)

Balance brought forward from previous year (65,28,184) 10,22,728

Profit/(Loss) carried to the balance sheet (41,09,581) (65,28,184)

DIVIDEND

In view of losses, your Directors do not recommend any payment of Divided for the year under review.

PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS

During the year under review, the Company has achieved sales of Rs. 837.14 lacs (Previous year sales of Rs. 3645.90 lacs). Further details are given in management discussions and analysis report.

DEPOSITS

The Company has not accepted any deposits with in the meaning of Section 58 A of the Companies Act, 1956.

DIRECTORS

Shri. Dipesh Kotak and Mrs. Archana Amin, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, the Directors Confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

The Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The.Company has paid the listing fees for the year 2010-2011 to both the Stock Exchanges.

EMPLOYEES:

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

AUDITORS OBSERVATIONS:

With regard to the observation of auditors regarding non provision of the option loss, the management is of the opinion that the said liability of contingent nature and for the same , legal matter is pending at DRT Mumbai. In view of the same provision has not been made for the option loss and interest thereon. The Company is yet to initiate the process of obtaining confirmation from suppliers who have registered them selves under Micro, Small and Medium Enterprises Development Act, 2006. In the absence of relevant information, the balance due to micro , small and medium enterprises and interest paid and payable under MSMED Act, 2006 could not be complied with and disclosed.

AUDITORS:

The Companys Auditors M/s. G. K. Choksi & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting but being eligible offers themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

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 Companys opera- tions during the year under review.

Place : Registered Office : For and on behalf of the Board

Plot No. 25/9/A, Phase III,

G.I.D.C. Narada, Ahmedabad - 382 330

(Kandarp K. Amin)

Date : 31st May, 2010. Chairman


Sep 30, 2009

The Directors have pleasure in presenting the Annual Report together with the audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL RESULTS

The operating results of the Company for the year ended 31st March 2009 are briefly indicated below.

Year Year

2008-2009 2007-2008

(18 months) (12 months)

(Rs.) (Rs.)

Profit / (loss) Before Depreciation and Taxation (118,63,579) 94,57,816

Depreciation 38,63,369 22,72,436

Profit/(Loss) before Taxation (80,00,210) 71,85,380

Provision for taxation - For Current Tax NIL 6,00,000

Provision for taxation - For Deferred Tax 11,25,330 28,48,816

Provision for taxation - Frienge Benefit Tax 1,66,683 1,34,276

Profit/(Loss) after Taxation (92,92,223) 36,02,288

Prior period adjustments 17,41,311 Nil

Profit after tax and prior period adjustments (75,50,912) 36,02,288

Balance brought forward from previous year 10,22,728 (25,79,562)

Profit/(Loss) carried to the balance sheet (65,28,184) 10,22,728

DIVIDEND

In view of losses, your Directors do not recommend any payment of Divided for the year under review.

PERFORMANCE OF THE COMPANY & FUTURE PROSPECTS

During the year under review, the Company has achieved sales of Rs. 3645.90 lacs (Previous year sales of Rs. 1993.67 lacs). Further details are given in management discussions and analysis report, which forms part of this report.

DEPOSITS

The Company has not accepted any deposits with in the meaning of Section 58 A of the Companies Act, 1956.

DIRECTORS

Shri Bhupendra Mehta and Shri Haresh K. Shah, Directors of the Company are retiring by rotation and being eligible, offer themselves for re-appointment.

During the year, Shri Dipesh Kotak has been appointed as an additional director of the Company with effect from 16th March, 2009. He will hold office up to the date of ensuing Annual General meeting. Necessary resolution has been proposed for his re-appointment for the approval of members of the Company. Your Directors recommend his appointment.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance practice mandated by Clause 49 of the Listing Agreement. A report on the same is given separately.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, the Directors Confirm that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(2) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) the accounts have been prepared on going concern basis.

INSURANCE

The Company has taken adequate insurance to cover its assets.

LISTING

The Companys Securities are listed with the Stock Exchanges at Ahmedabad and Mumbai. The Company has paid the listing fees for the year 2009-2010 to both the Stock Exchanges.

EMPLOYEES:

As there are no employees drawing remuneration more than the limit prescribed under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended, from time to time, statement under section 217(2A) is not required.

AUDITORS OBSERVATIONS:

The observations of the auditors in their report are explained in the notes to the accounts which are explanatory.

AUDITORS :

The Companys Auditors M/s. G. K. Choksi & Co., Chartered Accountants, will retire at the ensuing Annual General Meeting but being eligible offers themselves for re-appointment. The Members are requested to appoint auditors for the current year and fix remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars to be given in respect of the above activity under the Companies (Disclosure of Particulars in report of Directors) Rules, 1988 is given in the annexure to this report.

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 Companys operations during the year under review.

Place : Registered Office : For and on behalf of the Board

Plot No. 25/9/A, Phase III,

G.I.D.C. Naroda, Ahmedabad - 382 330

(Kandarp K. Amin)

Date : 21stNovember 2009 Chairman



 
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