The Directors have pleasure in presenting before you the 43rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025.
1. FINANCIAL PERFORMANCE OF THE COMPANY
The performance during the period ended 31st March, 2025 has been as under:
Particular
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2024-25
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2023-24
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Revenue from operations
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23,29,604.08
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9,23,573.48
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Other Income
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-
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633.16
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Total Income
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23,29,604.08
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9,24,206.64
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Less: Expenditure
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16,93,064.5
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8,58,794.27
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Profit before Interest, Depreciation and Tax
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6,36,539.58
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65,412.37
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Less: Interest
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1,68,686.48
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8,546.97
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Less: Depreciation & Amortisation cost
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20,224.39
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20,196.52
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Profit before Tax
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4,47,628.72
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36,668.88
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Less: Tax Expense:
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9533.91
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• Current Tax
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1,16,383.47
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• Deferred Tax
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|
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Net Profit after Tax
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3,31,245.25
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27,134.97
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2. REVIEW OF OPERATIONS
The Total Income of the Company stood at ^2329.60 lacs for the year ended March 31, 2025 as against ^924.20 lacs in the previous year. The Company made a net profit of ^331.245 lacs for the year ended March 31, 2025 as compared to the net profit of ^27.13 lacs in the previous year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Board 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.
5. TRANSFER 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
The paid-up equity capital as on March 31, 2025 was Rs. 87,15,09,623 . During the year under review there is a change in the share capital of the Company , there was a Rights Issue of Rs. 36,65,59,623 increasing the share capital from Rs. 50,49,50,000 to Rs. 87,15,09,623.
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing 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 of business of the Company during the FY under review.
9. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
10. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.
11. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 details of which along with the roles and responsibilities of respective members have been placed on the website of the company viz. http://arcfinance.in/policies.html as "Committees of Board of Directors"
12. MATERIAL CHANGES AND COMMITMENTS
There have been no material 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, 2025 will be available on the website of the Company at http://arcfinance.in/corp.html
14. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a 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 of the operations, to familiarise the new Directors 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 of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
15. DIRECTORS AND KEY MANANGERIAL PERSONNEL
Since April 1, 2024 till the date of this Report, the following changes took place in the Board of Directors and the Key Managerial Personnel (in the order of their occurrence):
(a) Mrs. Neha Gandhi was appointed as the Company Secretary of the Company w.e.f. 10th February, 2024. Further, she has resigned from the Company w.e.f. 26th April, 2024.
(b) Mrs. Sweety Agarwal was appointed as the Company Secretary of the Company w.e.f. 2nd September, 2024.
(c) Mr. Surojit Sarkar, Executive Director of the Company has resigned from the Company w.e.f. 11th March, 2025.
(d) Mrs. Shikha Singhal was appointed as an Additional Director w.e.f. 11th March, 2025. Thereafter, her appointment will be approved in the Annual General Meeting held on 20th September,2025.
16. BOARD MEETINGS:
The Company held nine meetings of its Board of Directors during the year on April 26, 2024, May 29, 2024, August 13, 2024, September 2, 2024 , October 4, 2024, October 17, 2024, February 10, 2025, March 8, 2025 and March 11, 2025.
17. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and 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 Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company.
18. 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.
19. AUDITORS:
i. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. SSRV & Associates, Chartered Accountants, Mumbai with Firm Registration Number 135901W were appointed as the Statutory Auditors of the Company at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. SSRV & Associates, Chartered Accountants, to hold office of Statutory Auditor for the period of 5 years till the conclusion of Annual Meeting of the Company to be held in the year 2027.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhil Agarwal, Company Secretary in Practice (CP No. 16313), to undertake the Secretarial Audit of the Company for the F.Y. 2024-25. The Secretarial Audit Report for F.Y. 2024-25 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 on the recommendation 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 Khajanchi & Co, Chartered Accountants, Kolkata as the Internal Auditors of the Company for the financial year 2024-25.
20. AUDITOR'S REPORT:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 202 5 and has noted that the same does not have any reservation or adverse remarks.
(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.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
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.
22. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (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 on the website of the Company at http://arcfinance.in/policies.html .
23. INTERNAL CONTROL SYSYEM 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 safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no reportable weakness in the design or operation was observed.
24. RISK ASSESSMENT AND MANAGEMENT:
Our Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Our Company also takes all efforts to train its employees from time to time to handle and minimize these risks.
25. LISTING WITH STOCK EXCHANGES:
ARC Finance Limited continues to be listed on BSE Limited & CSE Limited. It has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.
26. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Meetings of the Board of Directors and General Meetings.
27. POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website http://arcfinance.in/policies.html .
28. 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:
Our 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
29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the Financial Year, no Guarantees given by the company under section 186 of the Companies Act, 2013. Details of Loans and investments, outstanding as on 31st March, 2025 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 during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus, Disclosure in form AOC-2 is not required. Further, 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. All related party transactions
are p laced before the Audit Committee and Board for review and approval, if required. The details of the related party transactions are set out in Note to the financial statements forming part of 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 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
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 Tribunals impacting the going concern status and the company's operations in future.
34. HUMAN RESOURCES:
Our Company has established an organization structure that is agile and focused on delivering business results. With 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 REDRESSAL) ACT, 2013.
The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
0 No. of complaints received: Nil
0 No. ofcomplaints disposed off: Nil
36. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by Akhil Agarwal., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.
37. DIRECTORS' RESPONSIBILITY STATEMENT
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 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) They have devised proper systems to ensure compliance with 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 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
39. ACKNOWLEDGEMENTS:
Our 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 the Company. The Directors express their gratitude towards each one of them.
For and on behalf of the Board
Date: 26.08.2025 ARC Finance Limited
Place: Kolkata
Sd/- Sd/-
Virendra Kumar Soni Somnath Chitrakar
Managing Director & Executive Director Executive Director
DIN No. 08554333 Din No. 09678491
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