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A R C Finance Ltd.

BSE: 540135 Sector: Financials
NSE: N.A. ISIN Code: INE202R01018
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NSE 05:30 | 01 Jan A R C Finance Ltd
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OPEN 1.30
CLOSE 1.30
VOLUME 15000
52-Week high 3.61
52-Week low 0.61
P/E
Mkt Cap.(Rs cr) 7
Buy Price 1.36
Buy Qty 25.00
Sell Price 1.30
Sell Qty 15000.00

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

Company director report

To

The Members

The Directors have pleasure in presenting before you the 36th Annual Reportof the Company together with the Audited Statements of Accounts for the year ended 31stMarch 2018.

1. Financial Performance Of The Company

The performance during the period ended 31st March 2018 has been as under:

(Rs. In Lakhs)

Particular

2017-18

2016-17

Total Income 609.22 777.81
Total Expenditure 588.72 757.78
Profit Before Tax 20.50 20.03
Provision for Tax 5.57 6.32
Profit after Tax 14.94 13.71
Transfer to Statutory Reserves - -
Profit available for appropriation 14.94 13.71
Provision for Proposed Dividend - -
Provision for Dividend Tax - -
Balance Carried to Balance Sheet 14.94 13.71

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 year under review there was no change in the nature of business of theCompany.

4. Dividend:

Your Directors did not recommend any dividend for the financial year 2017-18 and notproposed to carry any amount to reserves.

5. Change In Share Capital

The paid-up Equity Share Capital of the Company as at 31st March 2018 stoodat 5049.50 lacs. During the year under review the Company has not issued any furthershares.

6. Board Meetings:

The Board of Directors duly met 4 (Four) times on 29.05.2017 12.08.2017 14.11.2017and 14.02.2018 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book 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 forreappointment on passing a special resolution by the shareholders of the Company. Furtheraccording to Subsection (11) of Section 149 no independent director shall be eligible forappointment for more than two consecutive terms of five years. Sub-section (13) statesthat the provisions of retirement by rotation as defined in Sub-sections (6) and (7) ofSection 152 of the Act shall not apply to such independent directors.

Policy For Selection Of Directors And Determining Directors' Independence

Remuneration policy for Directors key managerial personnel and other employees

1. Objective

The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.The Key Objective of the Committee would be:

1.1 To guide the Board in relation to appointment and removal of Directors KeyManagerial personnel and Senior Management

1.2 To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board

1.3 To recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management

1.4 To provide to key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations

1.5 To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage

1.6 To devise a policy on Board diversity

1.7 To develop a succession plan for the Board and to regularly review the plan;

2. Definitions

2.1 Act means the Companies Act 2013 and Rules framed there under as amendedfrom time to time

2.2 Board means Board of Directors of the Company

2.3 Directors means Directors of the Company

2.4 Key Managerial Personnel means

2.4.1 Chief Executive Officer or the Managing Director or the Manager;

2.4.2 Whole-time Director;

2.4.3 Chief Financial Officer;

2.4.4 Company Secretary; and

2.4.5 Such other as may be prescribed

2.5 Senior Management means personnel of the company who are members of its coremanagement team excluding the Board of Directors

3. Policy for appointment and removal of Director KMP and SeniorManagement

3.1 Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.

b) A person should possess adequate qualification expertise and experience possessedby a person is sufficient / satisfactory for the concerned position

c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing special resolution based on the explanatory statement annexed tothe notice for such motion indicating the jurisdiction for extension of appointment beyondseventy years.

3.2 Term/ Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman managingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's report.

No Independent Director shall hold office for more than two consecutive terms but suchIndependent Directors shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly

However if a person who has already served as an Independent Director for 5 years ormore in the Company as on October 1 2014 or such other date as may be determined by theCommittee as per regulatory requirement; he/she shall be eligible for appointment for onemore term of 5 years only.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed Companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

3.3 Evaluation

The Committee shall carry out evolution of performance of every Director KMP andsenior management personnel at regular interval (yearly)

3.4 Removal

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee any recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.

3.5 Retirement

The KMP and Senior Management personnel shall retire as per the applicable provisionsof the Act and the prevailing policy of the Company. The Board will have the discretion toretain the Director KMP Senior Management Personnel in the same position remuneration orotherwise even after attaining the retirement age for the benefit of the Company.

4. Policy relating to the Remuneration for the Whole-time Director KMPand Senior Management personnel

4.1 General

a) The remuneration/compensation/commission etc. to the Whole-time Director KMPand Senior Management personnel will be determined by the Committee or as per policiesframed by the committee. The remuneration/compensation/commission etc shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.

b) Increments to the existing remuneration/compensation structure may be recommended bythe Committee to the Board which should be within the slabs approved by the Shareholdersin case of Whole-time Director

c) Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid of such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

4.2 Remuneration to Whole-time/Executive/Managing Director KMP and Senior ManagementPersonnel:

a) Fixed pay:

The whole-time Director/KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may approved by the Board on the recommendation of the committee.The breakup of the pay scale and quantum of perquisite including employer's contributionto PF pension scheme medical expense club fees etc shall be decided and approved by theBoard/the Person authorized by the Board or the Committee

b) Minimum remuneration: If in any financial year the Company has no profits orits profits are in adequate the Company shall pay remuneration to its whole-time Directorin accordance with the provisions of Schedule V of the Act and if it is not able tocomply with such provisions with the previous approval of the Central Government

c) Provisions for excess remuneration:

If any whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of limits prescribed under the Act or without theprior sanction of the Central Government where required he/she shall refund such sums tothe company and until such sum is refunded hold it in trust of the company. The Companyshall not waive recovery of such sum refundable to it unless permitted by the CentralGovernment.

4.3 Remuneration to Non-Executive/Independent Director: a) Sitting Fees:

The Independent Director may receive remuneration by way of fees for attending meetingsof Board or Committee that provided the amount of such fees not exceed Rs. One Lac permeeting of the Board or Committee or such amount as may be prescribed by the CentralGovernment from time to time.

b) Stock Options: An Independent Directors shall not be entitled to any stockoption of the Company.

4.4. Remuneration to other employees

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 (DIN: 05273668) Mr.Gopal Kumar Singh (DIN: 06739896) And Mrs. Aparna Sharma (DIN: 07006877) Independentdirectors of the company to the effect that they are meeting the criteria of independenceas provided in Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25of SEBI (Listing Obligations and Disclosure Requirement) 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 thefollowing:

• 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 15.09.2017 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 2017-2018 (4) four meetings of the Audit Committee were held on the 29.05.201712.08.2017 14.11.2017 and 14.02.2018.

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 Meetings attended
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 Member ED 1 1
Agarwal

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 remuneration etc.

• 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 and experienceof the Directors responsibilities shouldered individual performance etc.

During the financial year 2017-18 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.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar 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 has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ Operations of the Company

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 Management Policy

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 36thAnnual Report 2017-18 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 at www.arcfinance.com.

12. Director's Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

a) In the preparation of the annual accounts for the financial year ended March 31st 2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand make 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 March31st 2018 and of the 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 the act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities

d) The Directors had prepared the annual account on a going concern basis;

e) The Directors in case of the listed company had laid down the internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions ofall 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 Personnel) 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 2018 is enclosed as Annexure A to the Report. There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in hisreport.

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 tofix their 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 oradverse remark or disclaimer made

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2018 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 been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy 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 from the public or shareholder during theyear nor has any unclaimed or unpaid deposits at the end of the financial year 2017-18.

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 the company'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 Indusind Bank Ltd.

25. Corporate Social Responsibility 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 more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

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 on12.02.2018 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 termsof the 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 ofproper notice and circulation of the agenda of the meeting with the relevant notesthereon.

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 September 2 2015 issued SEBI(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 Ltd. and BSE Ltd.

30. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toThe Bombay Stock Exchange Limited where the Company's Shares are listed but The CSELimited are paid due to not received any invoice from that Stock Exchange.

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 include 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 compliance ofcondition 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 NSDLCDSL HDFC Bank and Indusind Bank etc. for their continued support for the growth of theCompany.

For and on behalf of the Board
ARC Finance Limited
Place: Kolkata Asis Banerjee
Date: 14.08.2018 Chairman