The Directors have pleasure in presenting before you the 39th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2021.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The performance during the period ended 31st March 2021 has been as under:
(Rs. In Lakhs)
|Particular ||2020-21 ||2019-20 |
|Total Income ||419.09 ||828.49 |
|Total Expenditure ||394.57 ||804.27 |
|Profit/(Loss) Before Tax ||24.52 ||24.21 |
|Provision for Tax ||- ||- |
|Profit after Tax ||1815 ||2417 |
|Transfer to Statutory Reserves ||- ||- |
|Profit available for appropriation ||- ||- |
|Provision for Proposed Dividend ||- ||- |
|Provision for Dividend Tax ||- ||- |
|Balance Carried to Balance Sheet ||1815 ||2417 |
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 change inthe nature of Business.
With a view to conserve resources for working capital requirements and rising capitalexpenditure directors considered it prudent not to recommend any dividend for the yearunder review.
5. CHANGE IN SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as at 31st March 2021 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 5 (Seven) times on 29.06.2020 13.08.2020 08.09.202012.11.2020 and 13.02.2021 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
> Mr. Rohit Jain was appointed as Company Secretary of the company w.e.f. 12thNovember 2020.
Apart from above there has been no change in the constitution of Board during the yearunder review i.e. the structure of the Board remains the same. Subsection (10) of Section149 of the Companies Act 2013 provides that independent directors shall hold office for aterm of up to 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
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.
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 business andsocial 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 duties andresponsibilities effectively.
3.1.3 The proposed appointee shall also fulfil 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's business.
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 be in accordance with guidelines as laid downin companies Act 2013 and Clause 49 of the Equity Listing Agreement.
3.2.3 The Independent Director shall abide by the "Code for IndependentDirectors" 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 independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed 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 listed ornot 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
1.1 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. T erms 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) The company 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.
3.1 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
2.1.4 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 of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies 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 as per decisionon Board Meeting.
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. 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 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 38th AnnualReport 2019-20 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. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013
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 the Company'sinternal financial controls were adequate and effective during the financial year 2019-20.Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors 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 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 2021 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. MANABENDRA BHATTACHARYYA &CO Chartered Accountants (ICAI Firm Registration no. 302030E) 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 the yearended March 31 2021 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 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 T ribunals 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 not been availing facilities of Credit and .
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 Cr. or more or turnover of Rs.1000 Cr. or more or a net profit of Rs. 5 Cr. or more during the financial year section135 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 there under the independent directors of the company had a meeting on13.02.2021 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 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 and overseeingacquisitions and disinvestments.
- Monitoring the effectiveness of the company's governance practices
- Ensuring a transparent board nomination process with the diversity of experienceknowledge perspective in the Board.
- Ensuring the integrity of the company's accounting and financial reporting systemsincluding the independent audit and that appropriate systems of control are in place inparticular systems for financial and operational control and compliance with the law andrelevant standards.
Sri Asis Banerjee 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 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 2020-21 toThe Bombay Stock Exchange Limited where the Company's Shares are listed but The CSELimited are 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. 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
During the year under review the company has complied with the rules regulationsguidelines standards etc. Mentioned below:
- The Secretarial standards w.r.t. Meetings of Board of directors (SS-1) and GeneralMeeting (SS-2) issued by The Institute of company Secretaries of India.
- The Securities and Exchange Board of India (Listing obligations and DisclosuresRequirement) regulations 2015.
34. 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
35. 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.
36. CEO/ CFO CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report in Annexure- "C".
37. 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-"D".
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.
38. 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 |
39. GLOBAL HEALTH PANDEMIC FROM COVID-19:
The World Health Organization declared a global pandemic of the Novel Corona virusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extended periods of time. In keeping with itsemployee-safety first approach the Company quickly instituted measures to trace allemployees and be assured of their well-being. Our teams reacted with speed and efficiencyand quickly leveraged technology to shift the workforce to an entirely new'work-from-home' model. Proactive preparations were done in our work locations during thistransition to ensure our offices are safe.
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.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE NSDL CDSL HDFC Bank and Indusind Bank etc. for their continued support forthe growth of the Company.
| ||For and on behalf of the Board |
| ||ARC Finance Limited |
| ||Sd/- |
|Place: Kolkata ||Asis Banerjee |
|Date: 06.09.2021 ||Chairman |