To the Members of Archean Chemical Industries Limited
Your directors have pleasure in presenting the Fifteenth Annual Report
of the Company together with the Audited Standalone and Consolidated Financial Statements
for the Financial Year ended March 31, 2024.
Financial Performance
For financial year 2023-24, the standalone revenue from operations was
Rs1,32,958.31 lakhs as against Rs1,44,106.59 lakhs during 2022-23, with a decrease of
7.74%. Net Profit after tax for the year was Rs32,234.56 lakhs as against Rs 38,365.38
lakhs in the previous year.
The standalone financial highlights of the Company for the year are:
' in Lakhs
Particulars |
2023-24 |
2022-23 |
Profit before depreciation and finance cost |
51,102.73 |
67,854.65 |
Depreciation |
6,999.66 |
6,850.89 |
Finance Cost |
966.75 |
9,695.89 |
Profit before Tax |
43,136.32 |
51,307.87 |
Tax expenses |
10,901.76 |
12,942.49 |
Profit after Tax |
32,234.56 |
38,365.38 |
Total comprehensive income |
32,203.57 |
38,393.90 |
Earnings per share (Basic) |
26.17 |
34.76 |
Earnings per Share (Diluted) |
26.14 |
34.69 |
State of the Company's affairs
On the performance highlights specifically, despite the uncertainties,
your Company is pleased to report a resilient performance for the financial year 2023-
2024, registering a total income of INR 13,763 million. Overall, demand from the end- user
market of bromine derivatives or bromine compounds continues to remain on stream, albeit a
bit slower than it is expected, however, stable. The second segment is Industrial Salt
segment and as you all are aware, Industrial Salt is an important product for the business
and at the moment, contributing nearly 65% of your Company's total revenue. This chemical
being a grade 1 category is primarily manufactured by very few players around the world.
Your Company is one of those and one of the largest in the world in that segment. For the
year, your Company has crossed the 4 million marks in terms of volume. Your Company
continues to remain optimistic in the Salt segment and expects to sustain its growth
momentum in the coming years. Your Company's focus will continue to be on leveraging
market opportunities and to do more improvements on the ground in terms of the process and
cost efficiencies to drive sustainable growth.
Dividend and transfer to General Reserve
The Board of Directors at their meeting held on 31st October
2023 had declared the first interim dividend of Re. 1/- per equity share for the financial
year 2023-24 and the same was paid on 24th November 2023. Subsequently the
Board at the meeting held on 03rd February 2024 had declared the second interim
dividend of Re. 1/- per equity share for the financial year 2023-24 and the same was paid
on 24th February 2024.
The Board has recommended a final dividend of Re. 1/- per equity share
for the financial year ended 31st March 2024 subject to the approval of Members
at the ensuing Annual General Meeting of the Company.
The dividend recommended, subject to approval of members at the 15th
Annual General Meeting will be paid to all the members whose name appears in the register
of members as on June 21, 2024 (being the record date fixed for this purpose).
The above recommendation of the dividend by the directors is in
accordance with the "Dividend Distribution Policy" of the Company. The Policy is
available on the website of the Company under the link
https://www.archeanchemicals.com/investor-relations/admin/assets/products/Dividend%20
Distribution%20Policy.pdf Share Capital
During the year under review, the Nomination and Remuneration Committee
(NRC) allotted 3,43,980 equity shares of face value of '2/- each upon exercise of stock
options granted under "Archean Employee Stock Option Plan 2022 (ESOP 2022)". As
on 31st March 2024, the authorised share Capital of the Company stood at
Rs32,00,00,000 divided into 16,00,00,000 equity shares of '2/- each and consequent to the
above allotment the paid-up share capital of the Company increased from '24,63,02,538
divided into 12,31,51,269 equity shares of '2/- each to '24,67,93,938 divided into
12,33,96,969 equity shares of '2/- each. Other than the above there is no change in the
capital structure of the Company.
Employee Stock Option Scheme
The Employee Stock Option scheme enables the Company to hire and retain
the best talent for its senior management and key positions. The Nomination and
Remuneration Committee of the
Board of Directors of the Company, inter alia, administers and monitors
the Employee Stock Option Scheme in accordance with the applicable ESOP Regulations
The details of the stock options granted under "ESOP 2022"
and the disclosures in compliance with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations 2021 (ESOP Regulations) and Section
62(1)(b) of the Companies Act 2013, (Act) read with Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014 is available on the website of the Company at
www.archeanchemicals.com. The scheme is in compliance with the ESOP Regulations.
Directors and Key Managerial Personnel
There is no change in composition of the Board. Mr. P Ranjit, Managing
Director of the Company was re-appointed for further period of 5 years from 27th
November 2023 to 26th November 2028 by the shareholders of the Company at the
Annual General Meeting held on 26th July 2023.
Mrs. Padma Chandrasekaran (DIN 06609477) was appointed as Independent
Director of the Company with effect from 13th November 2019 approved by the
shareholders for a period of five years from 13th November 2019 to 12th November
2024. In accordance with the provisions of Section 149 (10) of the Act Mrs. Padma
Chandrasekaran fulfils the eligibility criteria laid down for Independent Directors under
the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, after consideration of the evaluation of Mrs. Padma Chandrasekaran
performance by the Nomination and Remuneration Committee and the Board of Directors, the
Board has thought it fit to re-appoint her as Independent Director for a further term of
five (5) consecutive years from the date of expiry of their present term of office,
subject to approval of the shareholders, in accordance with the provisions of Section 149
(10) of the Act. The re-appointment of Mrs. Padma Chandrasekaran is placed in the ensuing
Annual General Meeting (AGM) for the approval of the shareholders of the Company.
In accordance with Section 152(6)(c) of the Act Mr. P Ravi a
Non-Executive Director of the Company, is due to retire by rotation. Being eligible for
re-appointment, Mr. P Ravi has expressed his willingness to continue serving as a director
of the company. The re-appointment of Mr. P. Ravi is placed in the ensuing Annual General
Meeting (AGM) for the approval of the shareholders of the Company.
Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key
Managerial Personnel of the Company are Mr. P Ranjit, Managing Director, Mr. R Ragunathan,
Chief Financial Officer and Mr. S Balasundharam, Company Secretary. During the year under
review, Mr. S Balasundharam has been appointed as Company Secretary of the Company with
effect from 11th August 2023 and Mr. G Arunmozhi, Company Secretary resigned on 11th
August 2023.
Board of Directors and Committees
The composition of the Board of Directors and its Committees are in
accordance with the Act and the SEBI LODR. The Corporate Governance Report given in
Annexure IV to this report contains the composition of the Board of Directors of the
Company and its Committees.
Number of meetings of Board of Directors
The Board met 5 (five) times during the year under review. The details
of Board meetings and attendance of the Directors are provided in the Corporate Governance
Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review
as stipulated under Regulation 34 (2) (e) of the SEBI (LODR) Regulations 2015 is presented
in a separate Annexure -I and forms part of this report.
Consolidated Financial Statements
In accordance with the provisions of Section 129(3) of the Act, the
Consolidated Financial Statements, drawn up with the applicable Indian Accounting
Standards (IndAs), forms part of this Annual Report.
The Consolidated profit after tax for the year 2023- 24 was '31,897.07
lakhs and the Consolidated Net Worth is '1,70,155.05 lakhs as on March 31, 2024, as
against '38,255.92 lakhs and '1,43,101.98 lakhs as on March 31, 2023, respectively.
Subsidiary Company
During the year under review the Company has incorporated two new
subsidiary companies namely Idealis Chemicals Private Limited (Idealis) and Neun Infra
Private Limited (Neun).
Idealis Chemicals Private Limited Idealis was incorporated on 05th
October 2023 as a wholly owned subsidiary company, which has been declared as the
successful bidder for acquiring Oren Hydrocarbons Private Limited (Oren) as a going
concern in the auction conducted by the liquidator of Oren in terms of the Insolvency and
Bankruptcy Code, 2016. In consideration of having paid the full sale consideration in two
tranches with the EMD of '7,65,00,000 paid on 19.01.2024 and '69,25,74,066 paid on
05.02.2024, the liquidator conveyed M/s. Oren Hydrocarbons Private Limited (in
Liquidation) along with its assets (without liabilities and excluding plant &
machinery located at company's Gummidipoondi plant) to Idealis as
a going concern basis under Regulation 32(e) of the IBBI (Liquidation
Process) Regulations, 2016 on 'as is where is, as is what is, whatever there is and
without recourse basis'. Your Company has made application to Hon'ble National Company Law
Tribunal (NCLT), Chennai Bench for approval. The order of the NCLT is reserved.
Neun Infra Private Limited
It was incorporated on October 3, 2023 as a wholly owned subsidiary of
the Company with a paid-up capital of '3,00,00,000/- divided into 30,00,000 shares of '10
each towards the initial subscription.
SiCSem Private Limited (SiCSem)
Neun has incorporated a subsidiary Company SiCSem with an Authorised
share capital amounting to '5,00,000, divided into 50,000 equity shares of '10/- each.
Neun has invested '3,50,000 out of '5,00,000 in the Capital of SiCSem constituting 70% of
the Capital. The main objects of SiCSem are setting up of a facility for manufacturing
semiconductor. Thus, SiCSem will be the step-down subsidiary of your company.
Acume Chemicals Private Limited (Acume)
Acume has commissioned Phase1 of the production facility of Bromine
derivative products at its manufacturing factory situated in the state of Gujarat with
effect from March 14, 2024.
During the year the Company has invested an amount of '3 crores each in
equity shares of Idealis and Neun, wholly owned subsidiaries. Statement containing the
salient features of the financial statements of the Subsidiary Companies as per Form AOC-1
is given in Annexure-II which forms part of the Director's report.
Pursuant to the provisions of Section 136 of the Act, the financial
statements along with relevant documents and separate audited financial statements in
respect of the subsidiaries are available on the website of the Company
https://www.archeanchemicals.com/investor- relations/annual-report.phpRsid=MTc4.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy is available on the Company's website and can be accessed
https://www.archeanchemicals. com/investor-relations/admin/assets/products/
Policy%20on%20Material%20Subsidiaries.pdf
Fixed Deposits
The Company has not accepted any deposit from the public within the
meaning of Section 76 of the Act, for the year ended 31st March 2024.
Particulars of Loans, Guarantees or Investments
Particulars of Loans, Guarantees or Investments are provided in the
notes to the financial statements. Board Evaluation
Pursuant to the provisions of Section 134 (3) (p), Section 149(8) and
Schedule IV of the Act, SEBI LODR an annual performance evaluation of the Board, the
Directors as well as Committees of the Board have been carried out. The criteria for
evaluation of the Board and Non-Independent Directors at a separate meeting of Independent
Directors were carried out in accordance with the Nomination & Remuneration Policy
adopted by the Board.
The evaluation was carried out, taking into consideration the
composition of the Board and availability of commitment to good corporate governance
practices, adherence to regulatory compliance, grievance redressal mechanism, track record
of financial performance, existence of integrated risk management system to corporate
social responsibility.
Independent Directors
The Company has received declarations from the Independent Directors to
the effect that they meet the criteria of independence as provided in Section 149 of the
Act.
In the opinion of the Board, the Independent Directors fulfil the
conditions specified in the Act & SEBI LODR and are independent of the Management. All
the Independent Directors have given a declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have
also confirmed compliance with Section 150 of the Act regarding registration with
Independence Directors databank maintained by the Indian Institute of Corporate Affairs.
As per the above provisions, every independent director shall submit a
declaration of compliance with sub-rule (1) and sub-rule (2) to the Board each time he/she
submits the declaration required under sub-section (7) of section 149 of the Act. The
Company has obtained a declaration to that effect from the Independent Directors.
Corporate Social Responsibility Corporate Social Responsibility is
an integral part of the Company's ethos and policy and it has been pursuing this on a
sustained basis. In compliance to the above, the Company has constituted Corporate Social
Responsibility Committee in accordance with the requirements of Section 135 of Act, and a
Corporate Social Responsibility Policy containing the list of CSR projects/ programmes to
be undertaken were formulated and approved by the Board. The policy is available on the
website of the Company https://www.archeanchemicals.
com/investor-relations/admin/assets/products/ Corporate%20Social%20Responsibility%20
Policy.pdf
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure-III of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
Further, the Board has taken on record the certificate from the Chief
Financial Officer that CSR spends of the Company for financial year 2023-24 have been
utilized for the purpose and in the manner approved by the Board of Directors of the
Company.
Risk Management
Your Company has constituted a Risk Management Committee and has
formulated a Risk Management Policy aligned with the requirements of the Act and the SEBI
(LODR). The details of the Committee and the terms of reference are set out in the
Corporate Governance Report forming part of the Report.
Internal Financial Control System
The Management is responsible for establishing & maintaining
internal controls for financial reporting. The Statutory Auditors have evaluated the
system of internal controls of the Company and also reviewed their effectiveness and have
reported that the same are adequate & commensurate with the size of the Company and
the nature of its business.
They have also reviewed the internal controls pertaining to financial
reporting of the Company to ensure that financial statements of the Company present a true
and fair view of the state of affairs of the Company. In addition, Auditors in their
report have also opined that the Company has in all material respects adequate internal
financial control systems over financial reporting and the same were operating effectively
as on 31st March 2024.
The summary of the Internal Audit findings and status of implementation
of action plans for risk mitigation, are submitted to the Audit Committee every quarter
for review, and concerns around residual risks if any, are presented to the Board.
Vigil Mechanism/Whistle Blower Policy The Company has adopted a
Whistle Blower Policy on Vigil Mechanism in accordance with the provisions of the Act and
Regulation 22 of the SEBI (LODR), which provides a formal mechanism for all Directors,
Employees and other Stakeholders of the Company to report to the management, their genuine
concerns or grievances about unethical behaviour, actual or suspected fraud and any
violation of the Company's Code of Business Conduct and Ethics.
The Code as well provides a direct access to the Chairman of the Audit
Committee to make protective disclosures about grievances or violation of the Company's
Code. Brief details about the policy are provided in the Corporate Governance Report
attached to this report.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Directors confirm:
a) that in the preparation of the annual financial statements, the
applicable IndAS have been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in the financial
statements have been selected and applied consistently and judgement 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 March 31, 2024 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 Act, 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; and
f) that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Related Party Transactions
The Company has formulated a policy on Related Party Transactions (RPT)
and approved by the Board. The policy on RPT is available on the Company's website at
https://www.
archeanchemicals.com/investor-relations/admin/assets/products/Related%20Party%20
Transaction%20Policy.pdf All Related Party transactions that were entered into by the
Company during the financial year 2023-24, were in the ordinary course of business and on
arm's length basis. The Company did not enter into any material transaction with related
parties under Section 188 of the Act and the Rules framed thereunder. There are no
"Material" contracts or arrangement or transactions at arm's length basis and
hence disclosure in form AOC-2 is not applicable. All Related Party transactions were
placed before the Audit Committee for their prior approval in accordance with the
requirements of the SEBI LODR. The transactions entered into pursuant to such approval are
placed periodically before the Audit Committee for its review.
Significant and material orders passed by the regulators or courts
There were no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and its future
operations.
Employees and details of remuneration:
The statement of disclosure of remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Rules") is provided below:
a) Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year
Sl. Name of the No. Director/KMP |
Designation |
Ratio to Median Remuneration |
% increase in the remuneration for the
financial year |
1 Mr. P Ranjit |
Managing Director |
424.56:1 |
20% |
2 Mr. S Meenakshisundaram |
Non- Executive Director |
169.28:1 |
NA |
3 Mr. C G Sethuram |
Independent Director |
0.72:1 |
NA |
4 Mrs. Padma Chandrasekaran |
|
1.01:1 |
NA |
5 Mr. K M Mohandass |
|
0.97:1 |
NA |
6 Mr P Ravi |
Non- Executive Director |
0.46:1 |
NA |
Note:
i. The Commission to Non-executive Durectors including Independent
Directors for the financial year ended March 31,2024 will be paid subject to the approval
of the shareholders at the ensuing Annual General Meeting of the Company in accordance
with SEBI LODR.
ii. The details of Sitting fee/ commission to Non-Executive directors
are provided in the Corporate Governance report.
b) Percentage increase in remuneration of the following KMPs in the
financial year:
Mr P Ranjit |
Managing
Director |
20% |
Mr R Raghunathan |
Chief Financial Officer |
15% |
Mr G Arunmozhi* |
Company Secretary (upto August 11,2023) |
NA |
Mr S Balasundharam* |
Company Secretary (from August 11,2023) |
NA |
* not applicable during the FY ended March 31, 2024
c) Percentage increase in the median remuneration of employees in the
financial year
Increase in the median remuneration of employees in the financial year
: 7.41%.
d) Number of permanent employees on the rolls of Company:
There were 288 numbers of permanent employees in the Company as on 31st
March 2024.
e) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
Increase in remuneration is based on remuneration policy of the
Company.
f) The key parameters for any variable component of remuneration
availed by the directors
There was no variable component of remuneration availed by the
directors except to the Commission paid to the Managing Director, proposed to be paid to
the Non-executive Directors (subject to the approval of the shareholders). The parameters
are in accordance with the Remuneration policy of the Company.
The Company affirms that the remuneration is as per the remuneration
policy of the Company as approved by the Board of Directors The information as per Rule
5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso
to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and
financial statements are being sent to the members of the Company excluding the statement
of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member
interested in obtaining a copy of the said statement may write to the Company Secretary at
the Registered office of the Company. The said statement is also available for inspection
by the members at registered office of the Company during office hours till the date of
Annual General meeting.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place the Anti Sexual Harassment policy in line with
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassments. The following is a summary of sexual harassments
complaints received and disposed off during each calendar year:
Sl. Particulars No |
Action
Taken |
1 Number of complaints received in the year |
Nil |
2 Number of Complaints disposed off during the year |
Nil |
3 Number of cases pending for more than 90 days |
Nil |
4 Number of workshops or awareness programmes carried out |
2 |
5 Nature of action taken by the employer or distinct officer |
Nil |
Corporate Governance
The Company strongly believes that the spirit of Corporate Governance
goes beyond the statutory form. Sound corporate governance is the key driver of
sustainable corporate growth and long- term value creation for the stakeholders and the
protection of their interests. Your Company endeavors to meet the growing aspirations of
all stakeholders including shareholders, employees and customers.
Your Company is committed to maintaining the highest standard of
Corporate Governance. All the Directors and the Senior Management personnel have affirmed
in writing their compliance with and adherence to the Code of Conduct adopted by the
Company.
A report on Corporate Governance along with the Statutory Auditor's
Certificate on its compliance in accordance with the provisions of SEBI LODR is given in
Annexure-IV and forms an integral part of this Report.
Statutory Auditors
As per Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, the members of the Company in 12th AGM approved
the appointment of PKF Sridhar & Santhanam LLP, Chartered
Accountants (Firm Registration Number: 003990S/S200018), as Statutory Auditors of the
Company for a term of Five (5) years i.e from the conclusion of 12th AGM till
the conclusion of the 17th AGM of the Company, to be held in the year 2026 at
such remuneration in addition to applicable taxes, out of pocket expenses, travelling and
other expenses as may be mutually agreed between the Board of Directors of the Company and
the Auditors.
Cost Auditor
Pursuant to Section 148 of the Companies Act 2013 read with the amended
rules thereof, the Board of Directors on the recommendation of the Audit Committee
appointed Mr. G Sundaresan, Cost Accountant as the Cost Auditor of the Company for the
financial year 2024-2025. The Board has recommended the remuneration to the shareholders
for ratification at the ensuing Annual General Meeting.
Mr. G Sundaresan has confirmed that his appointment is within the
limits of Section 139 of the Companies Act, 2013, and has also certified that he is free
from any disqualifications specified under Section 141 of the Companies Act, 2013. The
Audit Committee has also received a certificate from the Cost Auditor certifying his
independence and arm's length relationship with the Company. Pursuant to section 148 of
the Companies Act
2013, the Company is required to maintain the cost records and the
Company is accordingly maintaining such accounts and records and same are being audited as
per the requirement of the Act. The report of the Cost Auditor shall be filed with the
Central Government in accordance with the rules famed thereunder.
Secretarial Auditor
In terms of the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board has appointed M/s. HVS &
Associates, Practicing Company Secretaries as Secretarial Auditors of
the Company for the financial year ended 31 st March 2024.
The report of the Secretarial Auditor is attached as Annexure V. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark. The Company is in compliance with the Secretarial Standards, specified by the
Institute of Company Secretaries of India ('ICSI').
Comments on Auditors' Report There were no qualifications,
reservations or adverse remarks or disclaimers made by the Statutory Auditor and
Secretarial Auditor in their reports, respectively. However, Statutory Auditors have cited
the discrepancies on physical verification of inventory , which according to the company,
it is consequent to natural calamities (Biparjoy cyclone) . The Statutory Auditors have
mentioned in the report that the same has been properly dealt within the books of
accounts. Further they have cited that there is a slight delay in the remittance of
Provident Fund, which according to the Company it is mainly due to non-seeding of Aadhar
against UAN by the concerned Employee. During the year, there have been no incidents of
fraud reported to the Audit Committee in terms of Section 143(12) of the Act.
Managing Director/Chief Financial Officer Certificate
A compliance certificate by Managing Director and Chief Financial
Officer as stipulated under regulation 17 (8) of SEBI (Listing Obligations and Disclosure
Requirements), 2015 is given in Annexure-VI and forms part of the Directors' Report.
Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3) of the Act read with
the Companies (Accounts) Rules, 2014 are under:
a. Conservation of energy:
(i) the steps taken or impact on conser- vation of energy |
On water conservation, Rain water harvesting
3.83 Mn m3, ground water saving of 2.1 Mn m3 utilizing rain water. For energy
conservation, the company conserved a total of 2947 MWh of power from the Brine field
section by water circuit modification. DM water reduction of 27131 M3 achieved by
condensate recovery system. |
(ii) the steps taken by the Company for utilizing alternate
sources of energy. |
The company installed a solar panel system
of 1.35 MW capacity. It will be operational on end of May |
(iii) the capital invest- ment on energy conservation
equipment's |
NIL |
b. Technology absorption:
(i) the effort made towards technology absorption |
We have developed potassium schoenite
manufacturing process for commercial scale operation |
(ii) the benefits derived like product improvement cost
reduction product development or import substitution |
Indigenization of CLR for Bromine developed |
(iii) in case of imported technology (imported during the
last three years reckoned from the begin- ning of the financial year) and its details |
NIL |
(iv) the expenditure incurred on Research and De- velopment |
NIL |
c. Foreign exchange earnings and outgo:
(Amount in Rs Lakhs)
Particulars |
Year ended March 31,2024 |
Year ended March 31, 2023 |
Foreign Exchange Earnings |
95,944.46 |
1,04,502.79 |
Foreign Exchange Outgo |
8,817.44 |
17,301.61 |
Business Responsibility and Sustainability Report:
The Company practices various business responsibility initiatives as
per the Business Responsibility and Sustainability policy laying down the broad principles
guiding the Company in delivering various responsibilities to its stakeholders. The
Business Responsibility and Sustainability Report in terms of Regulation 34(2) of SEBI
LODR as applicable to the Company for the year 2023-24 is given in Annexure-VII and forms
part of this report.
Annual Return
In terms of Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company https:// www.archeanchemicals.com/investor-relations/
admin/assets/products/MGT-7.pdf
Proceedings under Insolvency and Bankruptcy Code
No application has been made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company during the year
under review.
Change in the nature of business, if any
There was no change in the nature of business activities during the
year under review.
Details in respect of frauds reported by the Auditors
During the year under review, there were no instances of fraud in the
Company. This was also evidenced by the report of the Statutory Auditors of the Company as
no fraud has been reported in their audit report for the financial year ended 31st
March 2024.
Company's policy relating to directors' appointment, payment of
remuneration and discharge of their duties
Nomination and Remuneration Policy was adopted by the Board on 10th
August 2022 relating to directors' appointment, payment of remuneration and discharge of
their duties. The NRC Policy is available on the website of the Company https://
www.archeanchemicals.com/investor-relations/ admin/assets/products/Nomination%20and%20
Remuneration%20Policy.pdf
Material changes and commitments, if any, affecting the financial
position of the Company which has occurred during the financial year of the Company to
which the financial statements relate and to the date of this report There were no
material changes and commitments affecting the financial position of the Company occurred
during the financial year ended, i.e. 31st March 2024 to which these financial
statements relate and to the date of this report.
Transfer of Unclaimed Dividend to Investor Education & Protection
Fund Pursuant to Sections 124 and 125 of the Act" read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("The Rules"), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government, after completion of seven consecutive years from
the date of transfer of such amount to unpaid dividend account. Further, according to the
Rules, the shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more shall also be transferred to the demat account of IEPF
Authority. There were no such instances requiring any transfer by the company to the IEPF
as of now.
Dematerialization of Equity Shares
As on 31st March 2024, 12,33,96,969 equity shares
representing 100% of the paid-up share capital of the Company are in Dematerialized mode.
Code of Conduct
The Company has received confirmations from the Board and the Senior
Management Personnel regarding their adherence to the Code of Conduct.
Details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof
The Company has not made any one-time settlement during the year under
review with banks or financial institutions and therefore, this clause is not applicable.
Acknowledgements
The Directors wish to place on record their appreciation for the
valuable support received by the Company from Banks & Financial Institutions. The
Board thanks the employees at all levels for their dedication, commitment and the hard
work put in by them for Company's achievements. The Directors are grateful to the
Shareholders/ Stakeholders for their confidence and faith reposed in Board.
|
For and behalf of the Board of
Directors |
|
P Ranjit |
S Meenakshisundaram |
Date : May 14, 2024 |
Managing Director |
Director |
Place: Chennai |
DIN: 01952929 |
DIN: 01176085 |