To The Members
The Directors have pleasure in presenting before you the 37th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2019.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The performance during the period ended 31st March 2019 has been as under:
|(Rs. In Lakhs)|
|Profit/(Loss) Before Tax||(59.36)||20.50|
|Provision for Tax||5.57|
|Profit after Tax||(59.36)||14.94|
|Transfer to Statutory Reserves|
|Profit available for appropriation||14.94|
|Provision for Proposed Dividend|
|Provision for Dividend Tax|
|Balance Carried to Balance Sheet||(59.36)||14.94|
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of the company 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 in the nature of Business.
With a view to conserve resources for working capital requirements and rising capital expenditure directors considered it prudent not to recommend any dividend for the year under review.
5. CHANGE IN SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as at 31st March 2019 stood at 5049.50 lacs. During the year under review the Company has not issued any further shares.
6. BOARD MEETINGS:
The Board of Directors duly met 5 (Five) times on 24.05.2018 14.08.2018 04.09.2018 10.11.2018 and 08.02.2019 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
7. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
Mr. Pradip Kumar Agarwal was resigned & Mr. Ramawtar Gupta was appointed as director of the company w.e.f. 04th September 2018.
Mr. Pawan Dalmia resigned as the Company Secretary and Compliance Officer w.e.f. 08th February 2019 due to pre-occupied schedule and Ms. Khushboo Gupta was appointed as the Company Secretary and Compliance Officer.
Mr. Ramawtar Gupta (DIN: 06365578) resigned as Non-Independent Executive director of the company due to occupancy of other business and Mr. Dinesh Agarwal (DIN: 08394760) was appointed as Non-Independent Executive director of the company w.e.f 17th April 2019.
Mr. Virendra Kumar Soni (DIN: 08554333) was appointed as a Non-Independent Executive director of the company w.e.f. 05th September 2019.
Apart from above 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 the Companies Act 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-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 be eligible 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 & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors in case of their appointment as independent Directors of the 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 in accordance with the provisions of Section 178 of the Companies Act 2013 and clause 49 of the Equity Listing Agreement.
2.3 Independent Director means a director referred to in sub-section (6) of Section 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity Listing Agreement.
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall review on annual basis appropriate skills knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors such as:
General understanding of the company's business dynamics global business and 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 duties and responsibilities 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 a Committee Member the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors and senior Management personnel;
shall disclose his concern or interest in any company or companies or bodies corporate firms or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
Such other requirements as may be prescribed from time to time under the companies Act 2013 Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the 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 of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall reassess determinations of independence when any new interest or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act 2013 and Clause 49 of the Equity 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 experience to contribute to effective Board performance Accordingly members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The HRNR Committee shall take into account the nature of and the time involved in a Director Service on other Boards in evaluating the suitability of the individual Director and making its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company. 3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee and stakeholder's relationship committee of all public limited companies whether listed or not shall be included and all other companies including private limited companies foreign companies and companies under section 8 of the Companies Act 2013 shall be excluded.
Remuneration policy for Directors key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors key managerial personnel 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) 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 constituted by Board in accordance with the provisions of section 178 of the companies Act 2013 and clause 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) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.
3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall 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 the NR committee and Annual performance Bonus will be approved by the committee based on the achievement 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 Committee shall review and approve the remuneration payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.
3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be 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 work experience competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets seniority experience and prevailing 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 Singh and Mrs. Aparna Sharma Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.
9. RISK MANAGEMENT POLICY
Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.
10. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has signed uniform listing agreement with CSE Limited and framed the following 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 redressing complaints 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 this policy your Company encourages its employees to report any fraudulent financial or other information to the stakeholders and any conduct that results in violation of the Company's code of business conduct to the management (on an anonymous basis 37th Annual Report 2018-19 if employees so desire). Further your Company has prohibited discrimination retaliation or harassment of any kind against any employees who based on the employee's reasonable belief that such conduct or practice have occurred or are occurring reports that information or participates in the investigation. Mechanism followed under Ombuds process is appropriately communicated within the Company across all levels 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 THE COMPANIES ACT 2013
Based on the framework of internal financial controls and compliance systems established and maintained by the Company work performed by the internal statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees including the Audit Committee the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19. Accordingly pursuant to Section 134(5) of the Companies Act 2013 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 had been followed along with proper explanation relating to material departures;
b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 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 adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.
f. The Directors had devised proper systems to ensure compliance with the provisions of 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 compliance with regard to the affairs of the Company in all respects.
14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / 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 has appointed M/s Akhil Agarwal Practicing Company Secretary to undertake the Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31 2019 is enclosed as Annexure A to the Report. There are no qualifications reservations 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 the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 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 applicable provision 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 & ASSOCIATES Chartered Accountants (ICAI Firm Registration no. 326800E) be appointed as statutory auditors of the company to hold office from the conclusion of this Meeting until the conclusion of the fifth Annual General Meeting (AGM) of the company subject to ratification 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 other tax(es) as may be applicable & reimbursement of all out-of-pocket expenses in connection with the audit of the accounts of the company RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to fix their remuneration considering the recommendations of the Audit Committee of the Board.
18. QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification reservation or adverse remark or disclaimer made
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31 2019 and has noted that the same does not have any reservation qualification or adverse remarks. However the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected 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 according to the provisions of section 204 of the Companies Act 2013 and the same does not have any reservation 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 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase 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) Rules 2014 during the financial year under review and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed by the 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 by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments during the year under review.
24. CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when required for the business of the Company from IndusInd Bank Ltd.
25. CORPORATE SOCIAL RESPONSIBILTY POLICY:
In accordance with the requirements of the provisions of section 135 of the Act the Company has constituted a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance 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 section 135 of the Companies Act 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
26. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in 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 party transactions as approved by the Board may be accessed on the Company's website at www.arcfinance.in
27. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act 2013 read with clause VII (1) of the schedule IV and rules made thereunder the independent directors of the company had a meeting on 08.02.2019 without attendance of non-independent directors and members of management. In the 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 account the views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The meeting was recognized for shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.
The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy risk policy corporate performance and overseeing acquisitions and disinvestments.
Monitoring the effectiveness of the company's governance practices
Ensuring a transparent board nomination process with the diversity of experience knowledge perspective in the Board.
Ensuring the integrity of the company's accounting and financial reporting systems including the independent audit and that appropriate systems of control are in place in particular systems for financial and operational control and compliance with the law and relevant standards.
Sri Asis Banerjee chairman of the company has performed exceptionally well by attending board meetings regularly by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.
It was noted that the Board Meetings have been conducted with the issuance of proper notice 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 to consolidate and streamline the provisions of the Listing Agreement for different segments of capital Markets to ensure better enforceability. The said regulations were effective December1 2015. Accordingly all listed entities were required to enter into the Listing Agreement within six months from the effective date. The company entered into Listing Agreement 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 2018-19 to The Bombay Stock Exchange Limited where the Company's Shares are listed but The CSE Limited 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 ensure that the company is managed in the best interest of all corporate stakeholders i.e. shareholders employees suppliers customers and society in general. Fundamentals of Corporate Governance include transparency accountability and independence. Your Company has been complying with all the requirements of the code of Corporate Governance as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Statutory Auditor regarding compliance of condition 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 complied during the year under review.
33. SECRETARIAL STANDARDS
During the year under review the company has complied with the rules regulations guidelines standards etc. Mentioned below:
The Secretarial standards w.r.t. Meetings of Board of directors (SS-1) and General Meeting (SS-2) issued by The Institute of company Secretaries of India.
The Securities and Exchange Board of India (Listing obligations and Disclosures Requirement) regulations 2015.
34. EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the following activities:
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 its shares: 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 or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
36. CEO/ CFO CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 have been 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 the provisions of section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Management Personnel) Rules 2014 forms part of the Directors Report and marked as Annexure-D.
During the period under review No employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and hence no disclosure is required to be made in the Annual Report.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
| No. of complaints received:||Nil|
| No. of complaints disposed off:||Nil|
39 . ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of business constituents banks and other financial institutions and shareholders of the Company like SEBI BSE NSDL CDSL HDFC Bank and Indusind Bank etc. for their continued support for the growth of the Company.
|For and on behalf of the Board|
|ARC Finance Limited|
|Place: Kolkata||Asis Banerjee|