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A R C Finance Ltd.

BSE: 540135 Sector: Financials
NSE: N.A. ISIN Code: INE202R01018
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VOLUME 72410
52-Week high 23.50
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Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.11
Sell Qty 50440.00

A R C Finance Ltd. (ARCFINANCE) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting before you the 35th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:

The performance during the period ended 31st March 2017 has been as under:

(Rs. In Lakhs)

Particular 2016-2017 2015-2016
Total Income 777.81 349.51
Total Expenditure 758.51 307.45
Profit Before Tax 19.30 42.06
Provision for Tax & Deferred Tax 5.59 14.31
Profit after Tax 13.70 27.75

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board’s Report.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During the period under review and the date of Board’s Report there was no changein the nature of Business.

4. DIVIDEND:

Pursuant to regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") No Dividend was declared for the current financial year due toinsufficient profit.

5. CHANGE IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March 2017 stood at 5049.50lacs. During the year under review the Company has not issued any further shares.

6. BOARD MEETINGS:

The Board of Directors duly met 7 (Seven) times on 30.05.2016 21.07.2016 09.08.201611.11.2016 22.12.2016 13.02.2017 and 28.03.2017 and in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

There has been no change in the constitution of Board during the year under review i.e.the structure of the Board remains the same. Subsection (10) of Section 149 of theCompanies Act 2013 provides that independent directors shall hold office for a term of upto five consecutive years on the board of a company; and shall be eligible forre-appointment on passing a special resolution by the shareholders of the Company.Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and clause 49 ofthe Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company’s business dynamics global businessand social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics integrity and values;

• Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company’sbusiness.

3.2 Criteria Of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director. 3.2.2 The criteria of independence shall bein accordance with guidelines as laid down in companies Act 2013 and Clause 49 of theEquity Listing Agreement.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The HRNR Committee shall takeinto account the nature of and the time involved in a Director service on other Boardsin evaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an indecent Director in more than 7 listed companiesand not more than 3 listed companies in case he is serving as a whole-time Director in anylisted company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder’s relationship committee of all public limited companies whether listedor not shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager; (ii) Thecompany secretary; (iii) The whole-time director; (iv) The chief finance Officer; and (v)Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act 2013 andclause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances (iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors) (v) Retrial benefits (vi)Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non – Executive Directors ofthe Company within the overall limits approved by the shareholders as per provisions ofthe companies act.

3.2.2 Non – Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof. The Non- Executive Directors shall alsobe entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Asis Banerjee Mr. Gopal Kumar SinghAnd Mrs. Aparna Sharma Independent directors of the company to the effect that they aremeeting the criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.

9. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions ofRegulation 27(2) of the Listing Agreements with the Stock Exchanges read with Section 177of the Companies Act 2013.

II. The terms of reference of the Audit Committee include a review of the following:

• Overview of the Company’s financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.

• Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.

• Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

• Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.

• Reviewing with management the annual financial statements before submission tothe Board focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transactions

• Reviewing the company’s financial and risk management’s policies.

• Disclosure of contingent liabilities.

• Reviewing with management external and internal auditors the adequacy ofinternal control systems.

• Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow-upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company’s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 28.09.2016 andChairman of the Audit Committee attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:

The Company has complied with all the requirements of Regulation 27 of SEBI (LODR)Regulations 2015 relating to the composition of the Audit Committee. During the financialyear 2016-2017 (4) four meetings of the Audit Committee were held on the 30.05.201609.08.2016 11.11.2016 and 13.02.2017.

The details of the composition of the Committee and attendance of the members at themeetings are given below:

Name Designation Category No. of Meetings held No. of attended Meetings
Asis Banerjee Chairman NED(1) 4 4
Gopal Kumar Singh Member NED(1) 4 4
Aparna Sharma Member NED(1) 4 4
Pradip Kumar Agarwal Member ED 4 4

NED (I) : Non Executive Independent Director ED : Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category No of Meetings held No of Meetings attended
Gopal Kumar Singh Chairman NED(1) 1 1
Asis Banerjee Member NED(1) 1 1
Aparna Sharma Member NED(1) 1 1
Pradip Kumar Agarwal Member ED 1 1

NED (I): Non Executive Independent Director ED : Executive Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:

• To take into account the financial position of the Company trend in theindustry appointee’s qualification experience past performance past remunerationetc.

• To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit. The remuneration levels are governed by industry pattern qualifications andexperience of the Directors responsibilities shouldered individual performance etc.

During the financial year 2016-17 no remuneration has been paid to any of the Directorof the Company.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category
Asis Banerjee Chairperson NED(1)
Gopal Kumar Singh Member NED(1)
Aparna Sharma Member NED(1)
Pradip Kumar Agarwal Member ED

NED (I) : Non Executive Independent Director ED : Executive Director

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general. TheBoard has delegated the power to process the transfer and transmission of shares to theRegistrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called arcfinancelimited@gmail.comcomplaints/grievances.

VII. RISK MANAGEMENT POLICY

Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well structured riskmanagement process.

10. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with CSE Limited and framed thefollowing policies which are available on Company's website i.e. www.arcfinance.in

i. Board Diversity Policy ii. Policy on preservation of Documents iii. Risk ManagementPolicy

11. VIGIL MECHANISM:

Your Company has adopted an Ombuds process as a channel for receiving and redressingcomplaints from employees and Directors as per the provisions of Section 177(9) and (10)of the Companies Act 2013 and regulation 22 of the Listing Regulations. Under thispolicy your Company encourages its employees to report any fraudulent financial or otherinformation to the stakeholders and any conduct that results in violation of theCompany’s code of business conduct to the management (on an anonymous basis 35thAnnual Report 2016-17 if employees so desire). Further your Company has prohibiteddiscrimination retaliation or harassment of any kind against any employees who based onthe employee’s reasonable belief that such conduct or practice have occurred or areoccurring reports that information or participates in the investigation. Mechanismfollowed under Ombuds process is appropriately communicated within the Company across alllevels and has been displayed on the Company’s intranet and website atwww.arcfinance.com3

12 . DIRECTOR’S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that theCompany’s internal financial controls were adequate and effective during thefinancial year 2016-17. Accordingly pursuant to Section 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

13. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiaries associates and joint ventures.

15. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies (Appointment and Remuneration of Managerial Personel) Rules 2014 the Company hasappointed M/s Akhil Agarwal Practicing Company Secretary to undertake the SecretarialAudit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial yearended March 31 2017 is enclosed as Annexure A to the Report. There are no qualificationsreservations or adverse remarks made by the Secretarial Auditor in his report.

16. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report (FORMAT IN ANNEXURE B)

17. STATUTORY AUDITORS:

"RESOLVED THAT pursuant to the provision of section 139 and other applicableprovision if any of the Companies Act 2013 read with the underlying rules viz. Companies(Audit and auditors) Rules 2014 as may be applicable M/s. SANJEEV NAVIN & ASSOCIATESChartered Accountants (ICAI Firm Registration no. 326800E) be appointed as statutoryauditors of the company to hold office from the conclusion of this Meeting until theconclusion of the fifth Annual General Meeting (AGM) of the company subject toratification of the appointment at every AGM at a remuneration (including term of payment)to be fixed by the board of Direction of the company plus service tax and such othertax(es) as may be applicable & reimbursement of all out-of-pocket expenses inconnection with the audit of the accounts of the company"

"RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to fixtheir remuneration considering the recommendations of the Audit Committee of theBoard."

18. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made —

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for theyear ended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and the same does not have anyreservation qualifications or adverse remarks.

19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per rule 8(3) of the companies (Accounts) Rules 2014 isprovided hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

20. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and thecompany’s operations in future.

22. INTERNAL FINANCIAL CONTROLS AND AUDIT

Adequacy of Internal Financial Controls:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given loans Guarantees or made any investments during the yearunder review.

24. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from HDFC Bank Ltd.

25. CORPORATE SOCIAL RESPONSIBILTY POLICY:

In accordance with the requirements of the provisions of section 135 of the Act theCompany has constituted a Corporate Social Responsibility ("CSR") Committee. Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report. Since your Company do not have the net worth of Rs. 500 Crore or moreor turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during thefinancial year section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.

26. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm’s lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company’s website atwww.arcfinance.in

27. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made thereunder the independent directors of the company had a meeting on12.02.2017 without attendance of non-independent directors and members of management. Inthe meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;

(c) Assessing 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 meeting also reviewed and evaluated the performance of non-independent directors.The company has 1 (One) non-independent directors namely:

i.) Shri Pradip Kumar Agarwal – Non- Independent & Executive

The meeting was recognized for shaping up of the company and putting the company onaccelerated growth path. They devoted more time and attention to bring up the company tothe present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms ofthe following aspects:

• Preparedness for Board/Committee meetings

• Attendance at the Board/Committee meetings

• Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.

• Monitoring the effectiveness of the company’s governance practices

• Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.

• Ensuring the integrity of the company’s accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.

Sri.Pradip Kumar Agarwal chairman of the company has performed exceptionally well byattending board meetings regularly by taking active participation in the discussion ofthe agenda and by providing required guidance from time to time to the company for itsgrowth etc.

It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.

28. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

29. LISTING AGREEMENT:

The Securities and Exchange Board of India(SEBI) on September2 2015 issuedSEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital Markets to ensure better enforceability. The said regulations were effectiveDecember1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The company entered into ListingAgreement with CSE Limited & BSE.

30. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toThe Calcutta Stock Exchange Limited & Bombay Stock Exchange Limited where theCompany’s Shares are listed.

31. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Corporate Governance refers to a set of systems procedures and practices which ensurethat the company is managed in the best interest of all corporate stakeholders i.e.shareholders employees suppliers customers and society in general. Fundamentals ofCorporate Governance includes transparency accountability and independence. Your Companyhas been complying with all the requirements of the code of Corporate Governance asspecified by SEBI. A separate report on Corporate Governance is furnished as a part of theDirectors’ Report and the certificate from the Statutory Auditor regarding complianceof condition of Corporate Governance is annexed to the said Report.

32. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is an NBFC company therefore all the provisions of the RBI act is compliedduring the year under review.

33. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA 5. Buy back shares: NA 6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

34. Non-Executive Directors’ Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.

35. CEO/ CFO Certification

The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions ofRegulation 27(2) of the listing agreement certifying that the Financial Statements do notcontain any materially untrue statement and these statements represent a true and fairview of the Company’s affairs and the same forms a part of this report.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Disclosure pertaining to remuneration and other details as required under theprovisions of section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Management Personnel) Rules 2014 forms part ofthe Directors Report and marked as Annexure-"C".

During the period under review No employee of the Company drew remuneration in excessof the limits specified under the provisions of section 197(12) of the Companies Act 2013read with Rules 5(2) and 5(3) of the companies( Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposedduring the calendar year.

• No. of complaints received: Nil
• No. of complaints disposed off: Nil

38 . ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company like SEBI BSE NSE MCXNSDL CDSL HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board
For ARC Finance Limited
Sd/-
Place: Kolkata Asis Banerjee
Date: 29.05.2017 Chairman