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Virat Leasing Ltd.

BSE: 539167 Sector: Financials
NSE: N.A. ISIN Code: INE347L01014
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Virat Leasing Ltd. (VIRATLEASING) - Director Report

Company director report

To

The Members

Your directors have pleasure in presen ng their Thirty Second Annual Report on thebusiness and opera ons of Virat Leasing Limited (the "Company") togetherwith the audited statement of accounts for the year ended 31st March 2016.

Financial Highlights (Standalone and Consolidated)

During the year under review performance of your company as under :

(in Rs)
Financial Result Year Ended 31.03.2016 Year Ended 31.03.2015
Total Revenue 13358600 9203894
Less: Total Expenditure 13291873 8892289
Profit before Tax 66726 311605
Less: Taxa on 67671 140289
Profit After Tax (945) 171316
Transfer to Statutory Reserve (189) 34263
Transfer from/(to) Con ngent provisions against Standard Assets 22253 148563
Balance brought forward from Previous Year 1124823 1136333

The consolidated performance of the group as per consolidated financial statements isas under:

(in Rs)
Financial Result Year Ended 31.03.2016 Year Ended 31.03.2015
Total Revenue 21811983 15768364
Less: Total Expenditure 21712932 15338497
Profit before Tax 99050 429867
Less: Taxa on 88501 180450
Profit After Tax 10549 249417
Share of Profit/(Loss) transferred to Minority Interest 2468 10830
Profit for the year 8081 238587

Operating & Financial Performance

Gross revenues increased to Rs. 13358600/- a growth of around 45.14 % . Profit beforetaxa on was Rs. 66726/- against Rs. 311605/- in the previous year. The percentage ofprofit has decreased by 78.59% due to changes in the value of Investments held as stock intrade. After providing for taxa on of Rs. 67671 the net profit of the Company for theyear under review was placed at Rs. (945)/- as against Rs. 171316/- in the previous year.

Dividend

Your Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2016.

Transfer to Reserves

Your Directors propose to transfer nil amount to the General Reserves due to nega veprofit.

Share Capital

The paid up Equity Share Capital as on March 31 2016 was Rs. 129805000. During theyear under review the company has not issued any shares or any conver ble instruments.

Change in the nature of business if any

There is no change in the nature of the business of the Company.

Material Changes & Commitments

No material changes and commitments have occurred from the date of close of thefinancial year ll the date of this Report which a ect the financial posi on of theCompany.

Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or opera on were observed.

Subsidiary / Joint Ventures / Associates

As on March 31 2016 the Company had three Indian subsidiaries. During the year underreview Aurelian Commercial Private Limited Centuple Trading Limited and Evergrow VintradePrivate Limited ceased to be subsidiary during the year. In compliance with AccountingStandard 21 your Company has prepared its consolidated financial statements which formspart of this annual report. Pursuant to the provision of sec on 129(3) of the CompaniesAct 2013 a separate statement containing the salient features of the subsidiarycompanies in the prescribed form AOC-1 is a part of the consolidated financial statement.The accounts of the subsidiary companies will be available to any member seeking suchinforma on at any point of me. The financial statement of the Company along with theaccounts of the subsidiaries will be available at the website of the Company namely www.vll.co.inand kept open for inspec on at the registered o ce of the Company.

The Policy for determining material subsidiaries as approved may be accessed on theCompany’s website at the www.vll.co.in.

Deposits

The Company being a Non Deposit Accep ng NBFC has not accepted any public deposits andas such no amount on account of principal or interest on public deposits was outstandingas on the date of the balance sheet.

Consolidated Financial Statements

The consolidated financial statements prepared in accordance with Accounting Standard21 – Consolidated Financial Statements forms part of this report. The Net Worth ofthe consolidated en ty as on March 31 2016 stood at Rs.193516982 against Rs. 196339356at the end of the previous year.

Listing Agreement

The Securi es and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obliga ons and Disclosure Requirements) Regula ons 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for di erent segmentsof Capital markets to ensure be er enforceability. The said regula ons were efective fromDecember 1 2015. Accordingly all listed entries were required to enter into the ListingAgreement within Six Months from the Efective date. The Company entered into new ListingAgreement with BSE Ltd during the financial year.

Auditors and Auditors’ Reports

Statutory Audit:

Your Company’s Auditors M/s. S. K. Rungta & Co. Chartered Accountants (FRN:308081E) Kolkata were appointed as Statutory Auditors of the Company from theconclusion of the Annual General Meeting held on 29.09.2014 un l the conclusion of 33rdAnnual General Meeting to be held in the year 2017. Their appointment is to be ra fied bythe shareholders under Sec on 139 of the Companies Act 2013 at the ensuing Annual GeneralMeeting.

The Auditor’s Report is enclosed with the financial statements in this AnnualReport.

Auditor’s Cer ficate on Corporate Governance

As required by SEBI (Listing Obliga ons and Disclosure Requirements) Regula ons 2015the auditor’s cer ficate on corporate governance is enclosed as (Annexure 6)to the Board’s report. The auditor’s cer ficate for fiscal 2016 does not containany qualifica on reserva on or adverse remark.

Secretarial Audit:

Pursuant to the provisions of Sec on 204 of the Companies Act 2013 and the Companies(Appointment and Remunera on of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anand Khandelia Prac cing Company Secretaries as its Secretarial Auditorto undertake the Secretarial Audit for the financial year 2015-16. The Secretarial AuditReport cer fied by our Secretarial Auditors in the specified form MR-3 is annexed andforms part of this report (Annexure-3).

The Report confirms that the Company had complied with the statutory provision listedunder Form MR-3 and the Company also has proper board processes and compliance mechanismThe Secretarial Audit Report does not contain any qualifica on reserva on or adverseremark.

Conserva on Of Energy Technology Absorp on

Since the Company does not own any manufacturing facility being an Investment Companythe provisions rela ng to conserva on of energy and technology absorp on s pulated in theCompanies (Accounts) Rules 2014 are not applicable.

Foreign Exchange Earning and Outgo

There is no foreign exchange earnings and outgo during the year under review.

Extract of Annual Return

The details of the extract of the Annual Return in form MGT 9 is annexed herewith andforms part of this report. (Annexure 4)

Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.

Directors and Key Managerial Personnel

Mr. Mahesh Kumar Kejriwal (DIN: 07382906) was appointed as an Addi onal IndependentDirector of the Company on 9th February 2016 to hold o ce upto the date of ensuing AnnualGeneral Meeting. On 30th May 2016 the company received the resigna on le er for Mr.Mahesh Kumar Kejriwal that he will not able to devote his me towards the a air of thecompany due to his pre-occupa on.

Mr. Akash Shaw has regined from the Board w.e.f 2nd February 2016

As per the provisions of Sec on 152 of the Companies Act 2013 Ms. Pooja Agarwalla(DIN: 06961133) shall re re by rota on at the ensuing Annual General Meeting and beingeligible o er herselves for re-appointment. Your Directors recommend the same for yourapproval.

The Board of Directors on 30.04.2016 upon recommenda on from the Nomina on andRemunera on Commi ee reappointed Mr Rajeev Kothari as Managing Director of the Companyfor a period of three years w.e.f. 30.04.2016 subject to approval of shareholders of theCompany at the ensuing Annual General Meeting of the Company.

Company Secretary and Compliance O cer

During the year Ms. Sangita Agarwal Company Secretary KMP and Compliance O cer ofthe Company resigned from the services of the Company. The resigna on was efective 30thNovember 2015. Consequent to Ms. Sangita Agarwal resigna on the Board on re-commenda onof Nomina on and Recommenda on Commi ee appointed Ms. Pooja Kalanouria as the CompanySecretary KMP and Compliance O cer of the Company with the e ect from 9th February 2016.

Declara on by Independent Director(s)

The Board of Directors hereby cer fies that the Independent Directors appointed on theBoard meet the criteria pursuant to Sec on 149(6) of the Companies Act 2013.

Further all Independent Directors have furnished their Declara ons Meeting thecriteria under Sec on 149(6) of the Companies Act 2013 and Regula on 25 SEBI (ListingObliga ons and Disclosure Requirement) Regula ons 2015.

Board Induc on Training and Familiarisa on programme for Independent Directors

At the me of appointment of the Director a formal le er of appointment is given to himwhich inter-alia explains the role func ons and responsibili es expected of him as aDirector of the Company. The Director is also explained in detail the various compliancesrequired from him as a Director under the various provisions of the Companies Act 2013Regula on 25 SEBI (Listing Obliga ons and Disclosure Requirement) Regula ons 2015 SEBI(Prohibi on of Insider Trading) Regula ons 2011 the Code of Conduct of the Company andother relevant regula ons.

The Director upon appointment is formally inducted to the Board. In order tofamiliarize the Independent Directors about the business drivers they are updated throughpresenta ons at Board Meetings about the Financials of the company and also about the newproduct launches. They are also provided booklets about the business and opera ons of thecompany.

The Directors are also updated on the changes in relevant corporate laws rela ng totheir roles and responsibili es as Directors.

Board Evalua on

Pursuant to the provisions of Companies Act 2013 and Regula on 17 SEBI (Listing Obligaons and Disclosure Requirement) Regula ons 2015 the Board has carried out annualperformance evalua on of its own performance the directors individually as well as theevalua on of the working of its Commi ees.

Meetings of Board of Director

During the Financial Year 2015-16 eight (8) Meeting of the Board of Directors of theCompany were held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Meetings of Independent Directors

A separate Meeting of the Independent Directors was held on 9th February 2016. Mr.Jitendra Kumar Goyal was elected as the Lead Independent Director of the Company. Detailsof the separate Meeting of the Independent Directors held and a endance of IndependentDirectors are provided in the Report on Corporate Governance forming part of this report.

Whistle-Blower Policy /Vigil Mechanism

In order to ensure that the ac vi es of the Company and its employees are conducted ina fair and transparent manner by adop on of highest standards of professionalism honestyintegrity and ethical behavior the company has adopted a vigil mechanism policy which isavailable on the Company’s website www.vll.co.in.

Management’s Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review as spulated under Regula on 34 SEBI (Listing Obliga on and Disclosure Requirement) Regula ons2015 is annexed to this report.

Statutory & Legal MAfters

There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impac ng the going concern status and the Company’s operaons in future.

Corporate Governance

The Company is commi ed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securi es and ExchangeBoard of India. The Report on Corporate Governance as s pu-lated in SEBI (Listing Obligaons and Disclosure Requirement) Regula ons forms part of the Annual Report and annexed as

Annexure 6.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business opera ons ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany’s website www.vll.co.in.

All the Board Members the Senior Management personnel and personnel one level belowthe Board have confirmed compliance with the Code. All Management Sta were givenappropriate training in this regard.

Remunera on Policy

The Board has on the recommenda on of the Nomina on & Remunera on Commi ee frameda policy for selec on and appointment of Directors Senior Management and their remuneraon. The Company’s Remunera on Policy is available on the Company’s website atwww.vll.co.in and forms a part of this Report of the Directors as Annexure 2.

Contracts and Arrangements with Related Party

All Related party transac ons that were entered into during the financial year were onan arms length basis and in the ordinary course of business. There are no materialsignificant related party transac ons made by the Company during the year that would haverequired shareholder approval under Regula on 23 SEBI (Listing Obliga ons and DisclosureRequirement) Regula ons 2015. All related party transac ons are reported to the AuditCommi ee. Prior approval of the Audit Commi ee is obtained on a yearly basis for thetransac ons which are planned and/ or repe ve in nature and omnibus approvals are takenwithin limits laid down for unforeseen transac ons. The disclosure under Sec on 134(3)(h)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 isnot applicable. The Policy on Related Party transac ons as approved by the Board has beenuploaded on the Company’s Website and may be accessed at the link hp://vll.co.in/related-party-policy.

The details of the transac ons with related par es during 2015-16 are provided in theaccompanying financial statements.

None of the Directors had any pecuniary rela onship or transac ons with the Companyduring the year under review.

Par cular Loans guarantees and investments

The Company has not given any loans or guarantees covered under the provisions of secon 186 of the Companies Act 2013 as it is exempted from the applicability of theprovision of Sec on 186 of the Companies Act 2013 read with Rule 11 of the Companies(Meeting of Board and its Powers) Amendment Rules 2015 as your Company is NBFC registeredwith RBI whose principal business inter alia includes financing of companies.

The details of the investments made by the Company are given in the notes to thefinancial statements.

Managerial Remunera on

The informa on required pursuant to Sec on 197(12) read with Rule 5(1) of The Companies(Appointment and Remunera on of Managerial Personnel) Rules 2014 in respect of employeesof the Company is a ached here as Annexure 5 and forms a part of theDirectors’ Report.

Internal Control Systems and their Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its opera ons. The scope and authority of the Internal Audit func on isdefined in the Internal Audit Manual. To maintain its objec vity and independence theInternal Audit func on reports to the Chairman of the Audit Commi ee of the Board & tothe Director.

Risk Management

Although the company has long been following the principle of risk minimiza on as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and After which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company

Directors’ Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of sec on 134(3)(c) read with sec on 134(5) of the Companies Act 2013 andClause 49(III)(D)(4)(a) of the Listing agreement with Stock Exchanges in the prepara on ofthe annual accounts for the year ended on 31.03.2016 and state that :

(i) in the prepara on of the annual accounts the applicable Accounting standards havebeen followed along with proper explana on rela ng to material departures if any;

(ii) the directors have selected such Accounting policies and applied them consistentlyand made judgments and es mates that are reasonable and prudent so as to give a true andfair view of the state of a airs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) the directors have taken proper and su cient care for the maintenance of adequateAccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preven ng and detec ng fraud and other irregulari es;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are Operatingefectively; and

(vi) the directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and Operating efectively.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the pruden al norms prescribed by the Reserve Bank ofIndia. The Schedule as required in terms of Paragraph 13 of Non-Banking FinancialCompanies Pruden al Norms (Reserve Bank) Direc ons 2015 is annexed herewith.

Provisions of Sexual Harassment

The provisions of the Sexual Harassment of Women at the work place (Preven on Prohibion and Redressal) Act 2013 is not a racted on the Company However the Company has avoluntary policy towards Preven on of Sexual Harassment of Women employees of the Companyand has set up a mechanism for registering and prompt redressal of complaints receivedfrom all permanent and temporary employees and sta s.

Cau onery Note

The statements forming part of the Directors’ Report may contain certain forwardlooking remarks within the meaning of applicable securi es laws and regula ons. Manyfactors could cause the actual results performances or achievements of the Company to bematerially di erent from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

Acknowledgement

Your Directors take the opportunity of placing their sincere apprecia on to the CentralGovernment State Government Banks Financial Ins tu ons employees associatesconsultants and members of the company for their valuable guidance and support. The Boardexpects to receive their con nuous support in future also.

For and on behalf of the Board of Directors
Rajeev Kothari Jitendra Kumar Goyal
Place: Kolkata Managing Director Director
Date: 30/05/2016 (DIN : 00147196) (DIN : 00468744)

ANNEXURE - 1

Statement containing salient features of the financial statement of Subsidiaries /Associate Companies / Joint Ventures

[Pursuant to the fi rst proviso to Sub-sec on (3) of the Companies Act 2013 read withRule 5 of the Companies (Accounts) Rules 2014 - AOC -1]

Part "A" – Subsidiaries

Sl. No. Name of the Subsidiary reporting Period reporting Currency & Exchange rate Share Capital Reserves & Surplus Total assets Total liabili es Investments Turnover Profit before taxa on Provision for taxa on Profit/(Loss) After Tax Proposed Dividend % of share- holding
1 Fas low Commodeal Ltd. 31st March 2016 INR 2733500 20039811 22786351 22786351 12500225 25081 6555 3540 3015 51.78%
2 Icon Commotrade Limited 31st March 2016 INR 1110000 6974610 8097156 8097156 8000000 31022 5631 2795 2836 86.49%
3 Mo Finvest Ltd. 31st March 2016 INR 11427980 21506440 33102080 33102080 5572000 8397280 20138 14495 5643 88.82%

** Aurelian Commercial Private Limited Centuple Trading Limited Evergrow VintradePrivate Limited has ceased to be subsidaries during the year.

Part "B" – Associates and Joint Ventures

Sl. No. Name of Associates Latest audited Balance Sheet Date Shares of Associates/ Joint Ventures held by the conpany on the year end Amount of Investment in Associates Extend of Holding % Descrip on of how there is signifi cant infl uence Reason why the associate is not consolidated Networth a ributable to Shareholding as per latest audited Balance Sheet Profit/ Loss for the year Considered in Consolida on (i) Not Considered in Consolida on (ii)
NOT APPLICABLE

 

For and on behalf of the Board of Directors
Rajeev Kothari Jitendra Kumar Goyal
Place: Kolkata Managing Director Director
Date: 30/05/2016 (DIN 00147196) (DIN 00468744)

ANNEXURE - 2

NOMINATION & REMUNERATION POLICY

OF Virat Leasing Limited

INTRODUCTION

The Company considers human resources as its invaluable assets. This policy on nominaon & remunera on of Directors Key Managerial Personnel (KMPs) and other employees hasbeen formulated in terms of the provisions of the Companies Act 2013 and the Listingagreement in order to pay equitable remunera on to the Directors Key Managerial Personnel(KMPs) and employees of the Company and to harmonize the aspira ons of human resourcesconsistent with the goals of the Company.

OBJECTIVE

The Key Objec ves of the Commi ee would be:

a) To guide the Board in rela on to appointment and removal of Directors KeyManagerial Personnel and Senior Management. b) To evaluate the performance of the membersof the Board and provide necessary report to the Board for further evalua on.

c) To recommend to the Board on Remunera on payable to the Directors Key ManagerialPersonnel and Senior Management.

DEFINITIONS

"Board" means Board of Directors of the Company.

"Company" means "Virat Leasing Limited."

"Independent Director" means a director referred to in Sec on 149 (6)of the Companies Act 2013.

"Key Managerial Personnel" (KMP) means (i) CEO or the ManagingDirector or the Manager (ii) Company Secretary (iii) Whole- me Director (iv) CFO

(v) Such other o cer as may be prescribed

"Nomina on and Remunera on Commi ee" shall mean a Commi ee of Board ofDirectors of the Company cons tuted in accordance with the provisions of Sec on 178 ofthe Companies Act 2013 and the Listing Agreement.

"Policy or This Policy" means "Nomina on and Remunera onPolicy."

"Remunera on" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

"Senior Management" mean personnel of the Company who are members ofits core management team excluding Board of Directors. This would include all members ofmanagement one level below the Executive directors including all the func onal heads.

POLICY FOR APPOINTMENT OF DIRECTORS KMPs AND SENIOR MANAGEMENT

Appointment criteria and qualifica ons :

1. The Commi ee shall iden fy and ascertain the integrity qualifica on exper se andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment.

2. A person should possess adequate qualifica on exper se and experience for the posion he / she is considered for appointment. The Commi ee has discre on to decide whetherqualifica on exper se and experience possessed by a person are su cient / sa sfactory forthe concerned posi on.

Term / Tenure :

1. Managing Director/Whole- me Director/Manager (Managerial Person): - The Companyshall appoint or re-appoint any person as its Managerial Person for a term not exceedingfive years at a me.

2. An Independent Director shall hold o ce for a term up to five consecu ve years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolu on by the Company and disclosure of such appointment in the Board’s report. NoIndependent Director shall hold o ce for more than two consecu ve terms but suchIndependent Director shall be eligible for appointment After expiry of three years ofceasing to become an Independent Director.

3. A whole- me KMP of the Company shall not hold o ce in more than one Company exceptin its subsidiary company at the same me.

Evalua on :

The Commi ee shall carry out evalua on of performance of every Director KMP and SeniorManagement at regular interval.

POLICY RELATING TO REMUNERATION FOR DIRECTORS KMPs AND OTHER EMPLOYEES

General

1. The remunera on/compensa on/commission etc. to Directors will be determined by theCommi ee and recommended to the Board for approval.

2. The remunera on & commission paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules made there under.

Remunera on to Non-Executive/Independent Directors

The remunera on payable to each Non-Executive Director is based on the remunera onstructure as determined by the Board and is revised from me to me depending onindividual contribu on the Company’s performance and the provisions of theCompanies Act 2013 and the rules made there under.

DEVIATIONS FROM THIS POLICY

Devia ons on elements of this policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

ANNEXURE - 3

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2016

[Pursuant to Section 204(1) of the Companies Act 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Virat Leasing Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate prac ces by Virat Leasing Limited(hereinAfter called the Company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evalua ng the corporate conducts/statutory compliancesand expressing my opinion thereon.

The Company’s Management is responsible for prepara on and maintenance ofsecretarial records and for devising proper systems to ensure compliance with theprovisions of applicable laws and regula ons.

Based on my verifica on of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informa on providedby the Company its o cers agents and authorized representa ves during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinAfter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of :

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securi es Contracts (Regula on) Act 1956 (‘SCRA’) and the rulesmade thereunder; (iii) The Depositories Act 1996 and the Regula ons and Bye-laws framedthereunder; (iv) Foriegn Exchange Management Act 1999 and the rules and regula onsthereunder;

(v) The following Regula ons and Guidelines prescribed under the Securi es and ExchangeBoard of India Act 1992 (‘SEBI Act’) :-

(a) The Securi es and Exchange Board of India (Substan al Acquisi on of Shares andTakeovers) Regula ons 2011; (b) The Securi es and Exchange Board of India (Prohibi on ofInsider Trading) Regula ons 1992; (c) The Securi es and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regula ons 2009; (d) The Securi es and ExchangeBoard of India (Issue and Listing of Debt Securi es) Regula ons 2008;

(e) The Securi es and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regula ons 1993 regarding the Companies Act and dealing with client;

(f) SEBI (Employee Stock Op on Scheme and Employee Stock Purchase Scheme) Guidelines1999.

(g) The SEBI (DeListing of Equity Shares) Regula ons 2009.

(h) The SEBI ( Buy Back of Securi es) Regula ons 2009.

(vi) Other laws applicable specifically to the Company namely:

(a) Non Banking Financial (Non Deposits Accep ng or Holding) Companies Pruden al Norms(Reserve Bank) Direc ons – 2015.

(b) The Reserve Bank of India Act 1934( Chapter IIIB) sec 45IA.

(c) Amendments and no fica ons issued by Ministry of Corporate A airs New Delhi inregards with the Companies Act 2013.

(d) Master Circular dated 1st July 2014 on Know Your Customer(KYC) Guidelines –An Money Launering standards (AML) – Preven on of Money Laundering Act 2002.

(e) Master Circular dated 1st July 2015 on Know Your Customer(KYC) Guidelines –An Money Laundering Standards (AML) – Preven on of Money Laundering Act2002.

(f) Master Circular dated 1st July 2014 on Miscellaneous Instruc ons to NBFC – ND– SI.

(g) Master Circular dated 1st July 2015 on Fair Prac ce Code.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Ins tute of Company Secretaries of India.

(ii) The Listing Regula on entered into by the Company with The Calcu a Stock ExchangeLtd and BSE Ltd.

The Board of Directors of the Company is duly cons tuted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposi on of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate no ce is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further informa on and clarifica ons on the agenda items before theMeeting and for meaningful par cipa on at the Meeting.

As per the minutes of the Meetings duly recorded and signed by the Chairman thedecisions of the Board were unanimous and no dissen ng views have recorded.

I further report that the compliance by the Company of applicable financial laws likedirect and indirect tax laws has not been reviewed in this Audit since the same have beensubject to review by statutory financial audit and other designated professionals.

I further report that during the audit period the company except for Listing of equityshares at BSE Limited there were no other specific events/ ac ons in pursuance of theabove referred laws rules regula ons guidelines etc. having a major bearing on theCompany’s a airs.

Anand Khandelia
Place : Kolkata Prac cing Company Secretray
Date : 30.05.2016 FCS No. : 5803 / CP No.: 5841

ANNEXURE TO SECRETARIAL AUDIT REPORT

To

The Members

Virat Leasing Limited

My report of even date is to be read along with this le er.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit prac ces and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverifica on was done on test basis to ensure that correct facts are reflected inSecretarial records. I believe that the processes and prac ces I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained the Management representa on about the complianceof laws rules and regula ons and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregula ons standards is the responsibility of management. My examina on was limited tothe verifica on of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the e cacy.

Anand Khandelia
Place : Kolkata Prac cing Company Secretray
Date : 30.05.2016 FCS No. : 5803 / CP No.: 5841

ANNEXURE – 5

PARTICULARS OF EMPLOYEES

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3)(q) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014

REMMUNERATION PAID TO DIRECTORS/KMP

Name of the Director Title Remunera on in F.Y 2015-16 (Rs.) Remunera on in F.Y 2014-15 Shares/Stock held % Increase of Remm in 15-16 Against 14-15 Ra o of Remm to MRE (Excl MD) (Note - 1) Ra o of Remm to MRE (Excl MD) (Note - 1) Ra o of Remunera on to Revenues In 2016 (Note - 1) Ra o of Remunera on to Net Profit 2016 (Note - 1)
1 Mr. RAJEEV KOTHARI MANAGING DIRECTOR 160000 260000 4000 NIL 1.09 2.42 1.01 5.35
2 Mr. AKASH SHAW* DIRECTOR Resigned on 2nd February 2016 NIL NIL NIL NIL NIL NIL NIL NIL
3 Mr. PRADEEP KUMAR AGARWAL DIRECTOR NIL NIL NIL NIL NIL NIL NIL NIL
4 Mr. JITENDRA KUMAR GOYAL DIRECTOR NIL NIL NIL NIL NIL NIL NIL NIL
5 Ms. POOJA AGARWALLA DIRECTOR NIL NIL NIL NIL NIL NIL NIL NIL
6. Mr. MAHESH KUMAR KEJRIWAL ADDITIONAL DIRECTOR Appointed on 9th February 2016 NIL NIL NIL NIL NIL NIL NIL NIL
7 Ms. SANGITA AGARWAL COMPANY SECRETARY Resigned on 30th November 2015 238125 301875 NIL NIL 1.52 2.42 0.02 5.35
8 Ms. POOJA KALANOURIA COMPANY SECRETARY appointed on 9th February 2016 56000 NIL NIL NIL 1.00 1.59 0.018 3.521
9. Mr. Pankaj Marda CFO Resgined on 1st March 2016 240000 NIL NIL NIL 1.02 1.63 0.01 3.60

NOTES :

1) Calcula on based on annualized salary.

2) Salary includes bonus amount.

3) The Median Remunera on of Employees (MRE) was Rs. 234942.52 in the financial year2015-16.

4) The Median Remunera on of Employees (MRE) was Rs. 147471.26 in the financial year2015-16.

5) The number of permanent employees in the rolls of the company as on 31.03.2015 and31.03.2014 were 2 and 2 respec vely.

6) The revenue growth during the financial year 2015-16 was 45.14% over the Financialyear 2013-14 and over the Financial year 2014-15 and net Profit decrement was 78.59%.

7) The aggregate remunera on of employees excluding Managing Director grew by 6.71%and the aggregate remunera on of employees including Managing Director grew by 7.58%.

8) The company got it’s shares listed in the Bombay Stock Exchange (BSE) in May2015. The market capitaliza on of the company stood as Rs. 129805000.

9) The company has a Remunera on Policy in place and it is strictly followed for fi xaon and payment of remunera on to the managerial personnel and other employees of thecompany. The policy has been developed with adherence to the Companies Act 2013 and allother statutes as may be applicable. 10) During the Financial year 2015-16 SangitaAgarwal Company Secretary (KMP) has received remunera on amoun ng to Rs. 238125 and thera o of such remunera on was porpor onally higher than the remunera on paid to RajeevKothari Execu ve Director of the company who have forego his remunera on w.e.f 30thNovember 2015.