The D.rectors have pleasure in presenting before you the 42nd Annual Report of the Company together with the Audited Statements ot Accounts tor the year ended 31st March, 3024.
1 FINANCIAL PERFORMANCE OF THE COMPANY
The performance during the period ended 31-- March, 2024 has hnen as under:
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Rs. hi Hundred)
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Particular
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2023-24
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2022-23
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Revenue from operations
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9,23,573.43
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6,91,601.64
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Other Income
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633,1.6
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-
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Total Income
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9,24,205.54
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6,91,601.64
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Less: Expenditure
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8,58,794.27
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5,08,520.18
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Profit before Interest, Depredation and Tax
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65,412.37
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1,83,031.46
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Less: Interest
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3,546,97
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1,31,603.42
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Less: Depreciation & Amortisation cost
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20,196.52
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7,252.02
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Profit before Tax
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36,658.88
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44,226.02
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Less: Tax Expense:
* Current Tax
* Deferred Tax
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9533.51
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11,498.30
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Net Profit after Tax
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27,134.97
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32,727.22
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2. REVIEW OF OPERATIONS
The Total Income of the Company stood at ^ 924.21 lacs for the year ended March 31, 2024 as against ^ 591.60 lacs in the previous year, The Company made a net profit of 3.7.13 lacs for the year ended March 31, 7Q24 as compared to the net profit of ^ 32.73 lacs in the previous year,
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Hoard -has decided not to transfer any amount to the Reserves for the year under review.
4. DIVIDEND:
The Company has not declared any Dividend during the period under review,
b, tfiansfer of unpaid and unclaimed dividends to investor education and protection fund
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEPF).
6. SHARE CAPITAL
I he paid-up equity capital as on March 31, 2024 was Rs. 50,45150, DUO. During the year under review there is no change in share capital of me Company,
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Disc-ussion and Analysis Repo-tfor the year under review, n terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [the "Lasting Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations'), is presented in a separate section forming part of the Annual Report.
8. CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in nature oT business of the Company during the FY under review.
9 FRAUD REPORTING
I here have been nu frauds reported by the Aucktors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 ot the Companies Act, 2013 during the financial year.
ID. DISCLOSURES BY DIRECTORS
The Board uT D recLors have submitted notice or interest in Form MBP 1 under Section 1S4(1) as well as intimation by directors in Form DIR 3 under Section 164(2) and declarations as to comoifancc with the Code of Conduct of the Company.
11, REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Pulicy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODft) Regulations, 2015 details oT which along with tire roles and responsibilities of respective members have been placed on the website of the com party viz. httpV/n mfi nance. m/poii cies.htm- as 'Ý'Committees of Board of Directors"
12. MATERIAL CHANGES AND COMMITMENTS
There have been no materul changes and commitments, which affect the Financial position of the Company which have occurred between the end of the FY and the date of this Report.
13 EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2024 will be available on tine website of the Company at http:.''7arcfinance.in7corn.htm I .
14, FAMILIARISATION PROGRAMME FOR DIRECTORS
Asa practice, all Directors (including Independent Directors) inducted to the Board go Through a structured orientation programme. Presentations are made by Senior Management giving an overview or tire operations, to familiarise Lhe new D'rcetors with the Company's business operations The Directors are given an orientation on the products of the business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy or lhe Company.
During the year under -eview, no now Independent Directors were inducted to the Board.
15 DIRECTORS AND KEY MANANGERIAL PERSONNEL
Since- April 1, 2023 til trie date of this Report, tine following changes took place in the Board of Directors and the Key Managerial Personnel (in the order of their occurrence):
(a) Mr. Ruhit Jain, Company Secretary of the Company has resigned From the Company w.e.f. OS71- September,. 2023.
(h) Mr. Dinesh Agarwal, Executive Director & CFO of the Company hoc resigned from the Company w.e.f. 05'1' September, 2023. (c} Mr. Son-math Chitmkar was appointed as Chief Financial Officer of the Company w.e.f. 05-h Septombnr, 2023.
(dj Mr. Surojit Sarkar was appointed as an Additional Director w.e.f. S'1' September, 2023. Thereafter; his appointment was approved in the Annual General Meeting w.e.f. 30th September, 2023.
(e) The Company has approved t.he Change in Designation of Mr. Vi rand ra Kumar Sonf from Executive! Director to Whole Time Director w.e.F 05th September, 2023, The-oafler, his appointment was i^fjuiarTied in the Annual Genera! Meeting w.e.f. 30:i September, 2023. Farther, there was change in Designation o) Mr. Vireruka Kumar Soni from Whole Time Director to Managing Director w.e.f. Q9lh November, 2023 subject to approval of Shareholders in the Annual General Meeting.
(f) Mrs. Noha Gandhi was appointed as the Company Secretary of the Company w.e.f IQ11' February, 2024. Further, she has resigned from the Company w.e.i. 26L | April, 2024.
(fit M rs. Sweety Agarwal was appointed as the Company Secretary at the Company w.e.f. 2’"’ September, 2024
16, BOARD MEETINGS:
The Company held five meetings of its Board of Directors during the year on May 29, 2023, August 11, 2023, September 5, 2023, November 09. 2023, and February 10, 2024.
17, BOARD EVALUATION:
Your Board nas devised an Evaluation Policy fo-1 evaluating tho performance of the Board, its Committees, Executive Directors, and Independem Directors Based on the same, the performance was evaluated fur the finartefa year ended March 31, 2024. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman arid the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non independent Directors was done by the Board excluding the Direr tor being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Beard effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time com miiment, and relationship with the stakeholders, corporate governance practices, contribution t>i the committees to the Roard in discharging its functions etc-
Thc Board carried out forma! annua! evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Comm'tree [NJLQ.The P-oard also carried out the performance evaluation of all the individual directors including, the Chairman of the Company.
IS CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.
IB, AUDITORS:
i. Statutory Auditors:
Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014. (including any re-enactment or modification toereto), and such other applicable provsions, if any, M/s. SSRV & Associates, Chartered Accountants, Mumhai wito Firm Registration Number 1.15 901W were appointed as too Statutory Auditors of the Company at a remuneration as may be mutually agreed to, between the Eiuard or Directors and M/s. SSRV & Associates, Chartered Accountants, to hold office of Statu tory Auditor for toe period of 5 years till the conclusion of Annual Meeting of the Company to bo held in the year 2027.
i!. Secretarial Auditor:
Pursuant to thr> provisions of Snctmn 204 of the Companies Act, 2G13 and The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, Lhe Company has appointed Mr. Akhil AgarwaL Company Secretary in Practice (CP No. iBiJlb), to undertake the iecretaria: Audit of the Company for the F.V, 2023-24. ihe Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure A",
iii. Cost Auditor:
Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.
iv. internal Auditor;
The Board of Directors, based ar\ the recommendntion of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. O P Khajanchl & Co, Chartered Accountants, Koikata as the Internal Auditors of the Company for the financial year 2023-24.
20 AUDITOR'S REPORT:
(a| Statutory Auditors Report;
lhe Board has duly reviewed the itatatory Auditor's Report on the Accounts for the year ended March 31, 2U24 and has noted that the same does not have any reservation or adverse remarks.
(b) Secretarial Audit Report;
The Board has duly revrewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 oi the Companies Aci 2013, and Lhe same does not have any reservation, qualifications or adverse remarks.
21 PARTICULARS OF EMPLOYEES AMD REMUNERATION
Ouring the period under review, no employee of the Company drew remuneration n excess of t.he limits specified under the provisions of section 13/(12) of thie Companies Act, 2U13 read 'with Rules S(2) and b{3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2D14 and hence nn disclosure is required to he made in the Annual Report.
22. VIGIL MECHANISM;
In pursuance of the provisions of section 172(3) Si (10) of the Companies Act, 2013, a Vigil Mechanism For Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded cm the website of The Company at htt.o;/,/arcfinani:n.in/pnlicios.hrml.
23. INTERNAL CONTROL 5Y5YEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safesuard-ng the assets of the Company, review of operational efficiency, effectiveness of systems and processes. and assessing t.he internal control strengths in alt arees. Dyeing the year, such controls were tested and no reportable weakness in the design or operation was observed.
24. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been un a continuous basis reviewing anti streamlining its various operat onal and business risks involved in its business as part uf its risk management policy. Your Company also takes aii efforts to train its employees from time to time to handle and minimize those risks.
25. LISTING WITH STOCK EXCHANGES:
ARC Finance Limited continues to be iistod on BSE Limited & CSE Limited. It nos paid the Annual Listing Fees for rhe year 2024 25 to BSE Limited.
26. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company Is complying with the Secreta'r al Standards issued by the Institute ol Company Secretaries of India wiln respecL 1u Meetings of the Board of Directors and General Meeting-
27 policies and DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2012 the Company lias adopted policies which are available on its website httpjj'j jref nan~=.jnj/pgjkies.html.
28. CONSERVATION OF EN ERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per rule 8(3) of Lire companies (Accounts) Rules, 20i4 is provided hereunder:
A. Conservation of Energy:
Your Company's operations arc not energy intensive. Adequate measures have been taken to conserve energy wherevei possible by using energy efficient computers and purchase of energy efficient equipment
B. Technology Absorption:
1, Research and Development (R&P): NIL
2. Technology absorption, adoption and innovation: Nil.
C. Foreign Exchange Earnings and Out Go:
Foreign Fxchange Farnings; Nil.
Foreign Exchange Outgo; NIL
29 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the Financial Year, no Guarantees given by the company under section 1S6 of the Companies Act, 2012. Details of Loans ond investments, outstanding as on 31'f March, 2024 are given in the notes to the financial statements.
30, PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company durhg tine financial year with rested parties were in the ordinary course ol business and on an arm's ^ngth basis. Thus, Disclosure in form AOC-? is not required, Further, during rhe year, the Company had not entered into any contract / arrangement /transaction with related parties which could b-e
considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions arc oiaced before the Audit Committee and Board for -eview and approval, if required. The details of the re ated party transactions are set out in Note to the financial statements Forming part oT this Annual Report.
31. DEPOSITS:
Your Company did not accept / hold any deposits from public / shareholders during the year under review.
32. RELATED PARTY TRANSACTIONS:
All contraets/arrangements/transactions entered by ttre Company during the financial year with related parties were Fn the ordinary course of business and on arm's length basis, During the year,, the Company had not entered into any co ntract/arrangemcnt/t runs action 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
33 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 tribunes impacting the going concern status and the company's operations in future
34, HUMAN RESOURCES:
Your Company aas established an organizat on structure that is sgiie and focused on delivering business results. Wrth regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRES5AL) ACT, 2013.
The Company iias a polity oT zero Loleramce Tor sexual harassment at workplace in line wilh Ihe provisions of the Sexual Harassment of Women al Workplace (Prevention, Proh'bition and Redressal} Act, 2013 and tho Rules thorn under.
The following isthe summary of sexual harassment complaints received and disposed during ihe calendar year.
I? No.ofcom plaints received: Nil
P No. ofcomplaint.s disposed off: Nil
3b. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations, 2015, the report nn Corporate Governance during the period under review with the Certificate issued by Akhil Agarwnl., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report,
37. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of die Companies Act, 2C13, the Board or Directors, to the best or Lheir knowledge and ability, confirm that;
(iJ J In the preparation oF trie 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 tine state of affairs of the company at the end of the financial year and of the profit 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;
(dj The Directors had prepared theannualsccauntsan a going concern basis; and
(e) The Directors had laid down internal financial controls to he foltowed by the company and that such internal Financial controls are adequate and were operating effectively.
m They have devised proper systems to ensure compliance wirh the provisions of all applicable laws and that such systems were adequate and operating effectively.
38. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute Tor ward looking statements' within the meaning or applicable taws arid regulations. Actual results might dilfer materially from those either expressed or implied in the >tatemem depending on The circumstances,
39 ACKNOWLEDGEMENTS;
Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and For the devoted service by the Executives, staff and workers of ihe Company, The Directors express their gratitude towards each one of them,
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