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Rita Finance and Leasing Ltd.

BSE: 543256 Sector: Financials
NSE: N.A. ISIN Code: INE018S01016
BSE 00:00 | 27 May 20.70 0.75
(3.76%)
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21.70

HIGH

21.70

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18.20

NSE 05:30 | 01 Jan Rita Finance and Leasing Ltd
OPEN 21.70
PREVIOUS CLOSE 19.95
VOLUME 146381
52-Week high 26.62
52-Week low 10.00
P/E 16.30
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.70
CLOSE 19.95
VOLUME 146381
52-Week high 26.62
52-Week low 10.00
P/E 16.30
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rita Finance and Leasing Ltd. (RITAFINANCEAND) - Director Report

Company director report

To the Shareholders

Your Directors take pleasure in presenting the 40th Annual Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended 31st March 2021.

COMPANY OVERVIEW

Rita Finance and Leasing Limited was originally incorporated under Companies Act 1956with name of Rita Holdings Limited on 19th May 1981. The Company's shares waslisted only on Metropolitan Stock Exchange of India Limited on 13th March 2015and registered with Reserve Bank of India as an non banking financial Company bearingregistration number 14.01024 on 10th August 1998.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial results are as under:

(Rs. in 000)

Particular Current Year 2020-21 Previous Year 2019-20
Revenue from Operations 4192.52 3807.73
Total revenue (including other income) 15146.66 4819.64
Total Expenses: 6575.79 4846.15
Profit before tax 8570.87 (26.51)
Tax Expenses: - -
Less: Current tax (1337.06) (504.81)
Add: Deferred tax 4.47 20.31
Profit after tax 7238.28 (511.01)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31 2021 isincreased to Rs 15146657 as against Rs 4819643 for the year ended March 31 2020. TheProfit before tax increased to Rs 8570867 as compared to Rs (26518)in the previous year.The Profit after tax for the year ended March 31 2021 is of Rs 7238280 as compared to Rs(511019) in the previous year ended March 31 2020.

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to customer service.Innovations investment and positive modifications are expected in the near futureboosting the Company's revenue. Together with forward looking strategy the Company isalso focusing extensively on expanding the business and operational improvements throughvarious strategic projects for operational excellence.

RESERVES

Your Company has not transferred any amount to general reserve out of the profits ofthe year.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the ReserveBank of India for the Non Banking Financial Company.

DIVIDEND

The Company needs further funds to enhance its business operations to upgrade theefficiency and to meet out the deficiencies in working capital. The Directors thereforedo not recommend any dividend on Equity Shares for the financial year 2020-21.

SHARE CAPITAL

As on 31st March 2021 authorized share capital of the company is Rs100000000/- (Rupees Ten crore rupee only) divided into 10000000 (One Crore) equityshares of Rs 10/- (rupees ten) each. There was change in the authorized capital of thecompany during the year.

There was change in the share capital during the year by addition of 6500000 equityshares of Rs 10 each subject to approval of member in the AGM of company held on 19thAugust 2021.

As on 31st March 2021 paid up share capital of the company is Rs100000000/- (Rupees Ten crore rupee only) divided into 10000000 (One Crore)equityshares of Rs 10/- (rupees ten) each.

During the year company issue share warrants to the shareholders and also convert thesame into equity shares on preferential basis to the shareholders .

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made there under. There is nounclaimed or unpaid deposit lying with the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

As being an NBFC company's main objects is to provide loans or advances invest buysell transfers or deal in securities of any company Government or local authority.Hence the Company does not fall under the purview of the provisions of Section 186 of theCompanies Act 2013 and rules made there under.

LISTING OF EQUITY SHARES OF THE COMPANY

As on 31st March 2021 company's all 10000000 equity shares of Rs 10/-each are listed on Metropolitan Stock Exchange of India Limited and BSE Limited .

The equity shares of our company are listed on BSE on dated 27/01/2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material change which may affect the financial position of the Companybetween the financial year and up to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

CHANGE IN NATURE OF BUSINESS

During the year under review there has been no change in the nature of business of theCompany.

CREDIT RATING

The Directors of the Company are pleased to report that the Company has membershipCertificate from all four CICs i.e. Credit Information Bureau (India) Limited (CIBIL)Equifax Credit Information Services Private Limited (ECIS) Experian Credit InformationCompany of India Pvt Ltd CRIF High Mark Credit Information Services Pvt Ltd.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. However the Company makes all efforts towards conservation of energy protectionof environment and ensuring safety. During the year under review the Company had noearnings and expenditure in foreign exchange.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure A" ofthis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately are given in "Annexure B" of this Report.

CORPORATE GOVERNANCE

Since the paid- up capital of the Company is less than Rs 10 Crores and Net worth isless than Rs 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the Company.

SUBSIDIARIES HOLDING JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Holding Joint Venture or Associate Company.

RISK MANAGEMENT

While the business risk associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. The company recognizes these risks and makes besteffort to mitigate them in time. Risk Management is also an integral part of the Company'sbusiness strategy.

Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business Opportunities.

INTERNAL CONTROL SYSTEMS

The Company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficiency of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

HEALTH SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31 2021 your Board comprised of 5 (Five) Directors which includes two nonexecutive directors (including women director) and three independent directors. YourDirectors on the Board possess experience competency and are renowned in their respectivefields. All Directors are liable to retire by rotation except Independent Directors whoseterm of 5 consecutive years was approved by the Shareholders of the Company in the AnnualGeneral Meeting.

During the year under review following event took place:

*Mr. Avinash Sharma (Din :07510278) had resigned from the post of Independent directorw.e.f 01.09.2021.

Key Managerial Personnel

As on March 31 2021 following members holds the position of Key Managerial Personnelare:

- Mrs. Anshu Aggarwal CEO & CFO

- Mr. Jaspinder Singh Company Secretary & Compliance Officer During the year underreview following event took place :

Ms. Twinkle Agrawal was appointed as Company Secretary & Compliance Officer w.e.f20.07.2020.

Mr. Jaspinder Singh company secretary has joined the company w.e.f 16.10.2020.

Ms. Twinkle Agarwal ceased to be company secretary & compliance officer w.e.f15.10.2020.

Mr. Jaspinder Singh ceased to be a company secretary & compliance officer w.e.f31.08.2021

Ms. Neha Anuj company secretary has joined the company w.e.f 01.09.2021 .

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act 2013 read with the Companies(Appointment and Qualifications of Directors) Rules 2014 the Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetthe 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act2013 and have submitted their respective declarations as required under Section 149(7) ofthe Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all itsDirectors including the Independent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your directors hereby confirmthat:

(a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

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

(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and preventing and detecting fraud and otherirregularities;

(d) the directors have prepared the annual accounts for the financial year ended March31 2021 on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

MEETINGS

Board Meetings

The Board of Directors of the Company met Ten (10) times during the financial year2020-21. The meetings of Board of Directors were held on 26th June 2020 20th July 202011th September 2020 19th September 2020 30th September 2020 15th October 2020 16thOctober 2020 03rd December 2020 04th January 2021 and 08th February 2021 .

The Minutes of the Meetings of the Board of Directors are discussed and taken note bythe board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of the Director Designation Category Number of Board Meetings during the year Attendance of Last AGM
Held Attended
Pawan Kumar Mittal Director Non Executive- Non Independent 10 10 Yes
Kiran Mittal Director Non Executive- Non Independent 10 10 Yes
Jitendra Kumar Aga rwal Director Non Executive- Independent 10 10 Yes
Prakash Chand Jajoria Director Non Executive- Independent 10 10 Yes
Avinash Sharma Director Non Executive- Independent 10 10 Yes

The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The agenda and Notice for all the Meetings was prepared and circulated in advance to theDirectors.

Information provided to the Board

The Board of the Company is presented with all information under the following headswhenever applicable and materially significant. These are summarised either as part of theagenda will in advance of the Board Meetings or are tabled in the course of the BoardMeetings. This inter alia includes:

- Annual operating plans of businesses capital budgets updates.

- Quarterly results of the Company and its operating divisions or business segments.

- Information on recruitment and remuneration of senior officers just below the Boardlevel including appointment or removal of Chief Financial Officer and the CompanySecretary.

- Materially important litigations show cause demand prosecution and penaltynotices.

- Fatal or serious accidents.

- Any material default in financial obligations to and by the Company or substantialnon-payment for services rendered by the Company.

- Any issue which involves possible public liability claims of substantial natureincluding any judgment or order which may have passed strictures on the conduct of theCompany or taken an adverse view regarding another enterprise that can have negativeimplications on the Company.

- Transactions had involved substantial payments towards good-will brand equity orintellectual property.

- Significant development in the human resources front.

- Sale of material nature of investments assets which is not in the normal course ofbusiness.

- Quarterly update on the return from deployment of surplus funds.

- Non-compliance of any regulatory or statutory provisions or listing requirements aswell as shareholder services as non-payment of dividend and delays in share transfer.

- Significant labour problems and their proposed solutions. Any significant developmentin Human Resources /Industrial Relations front like signing of wage agreementimplementation of Voluntary Retirement Scheme etc.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.

One (1) meeting of Independent Directors was held on 08th February 2021 during theyear 202021.

Committee Meetings Audit Committee

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting progress with a view to ensuringaccurate timely and proper disclosures and transparency integrity and quality offinancial reporting. The Committee oversees the work carried out by the managementinternal auditors on the financial reporting process and the safeguards employed by them.

Brief description of the terms of reference

- Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition.

- Recommending the appointment re-appointment and removal of external auditorsfixation of audit fee and also approval for payment for any other services.

- Reviewing the financial statements and draft audit report including quarterly / halfyearly financial information.

- Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:

• Any changes in accounting policies and practices;

• Major accounting entries based on exercise of judgment by management;

• Qualifications in draft audit report;

• Significant adjustments arising out of audit;

• Compliance with accounting standard;

• Compliance with stock exchange and legal requirements concerning financialstatements;

• Any related party transactions as per Accounting Standard 18.

• Reviewing the Company's financial and risk management policies.

• Disclosure of contingent liabilities.

• Reviewing with the management external and internal auditors and the adequacyof internal control systems.

• Discussion with internal auditors of any significant findings and follow upthereon.

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

• Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

• Reviewing compliances as regards the Company's Whistle Blower Policy.

- Mandatory review of following information

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions submitted by management;

• Management letters / letters of internal control weaknesses issued by StatutoryAuditors and:

• Appointment removal and terms of remuneration of Internal Auditor.

The Board has re-constituted the Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and have financial management expertise. The Audit Committeecomprises of three members including two members as independent director out of which oneis chairman of this committee.

The Audit Committee met Four (4) times during the financial year 2020-21. The meetingsof Audit Committee were held on 26th June 2020 20th July 2020 15th October 2020 and08th February 2021. The Minutes of the Meetings of the Audit Committee are discussed andtaken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at the Meetings are asfollows:

Name Designation No. of Meetings
Held Attended
Prakash Chand Jajoria Chairman 4 4
Avinash Sharma Member 4 4
Jitendra kumar Aggarwal Member 4 4

Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformitywith the requirements as per provisions of sub-Section (3) of Section 178 of CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Company had Constituted Nomination and Remuneration Committee to decide and fixpayment of remuneration and sitting fees to the Directors of the Company as per provisionsu/s 178 of the Companies Act 2013.

The terms of reference of the remuneration committee in brief pertain to inter-aliadetermining the Companies policy on and approve specific remuneration packages forexecutive director (s)/Manager under the Companies Act 2013 after taking in to accountthe financial position of the Company trend in the industry appointees qualificationexperience past performance interest of the Company and members.

This Nomination & Remuneration committee will look after the functions asenumerated u/s 178 of the Companies Act 2013. This Committee has comprises three membersincluding all members as independent directors out of which one member is chairman of thecommittee.

The Nomination and Remuneration Committee met One (2) time during the financial year2020-21. The meetings of Nomination and Remuneration Committee were held on 20th July2020 and 16th October 2020.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and Their Attendance atthe Meetings are as follows:

Name Designation No. of Meetings
Held Attended
Prakash Chand Jajoria Chairman 2 2
Avinash Sharma Member 2 2
Jitendra kumar Aggarwal Member 2 2

Stakeholders Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address thegrievance of the shareholders in respect of share transfers transmission non-receipt ofannual report non receipt of dividend etc and other related activities. In addition theCommittee also looks into matters which can facilitate better investor's services andrelations.

In compliance with the provisions of Section 178 of the Companies Act 2013 and theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has an independent Stakeholders' Relationship Committee to consider and resolvegrievances of the Shareholders / Investors. This Committee has comprises three membersincluding all members as independent directors out of which one member is chairman of thecommittee.

The Stakeholders' Relationship Committee met Two (2) times during the financial year2019-20. The meetings of Stakeholders' Relationship Committee were held 20th July 2020and 16th October 2020.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

The Statutory Auditor Internal Auditor and Executive Directors/ Chief FinancialOfficer are invited to the meeting as and when required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at theMeetings are as follows:

Name Designation No. of Meetings
Held Attended
Prakash Chand Jajoria Chairman 2 2
Avinash Sharma Member 2 2
Jitendra kumar Aggarwal Member 2 2

Compliance Officer

Name Mr. Jaspinder Singh Company Secretary & compliance Officer
Contact Details 324A IIIrd Floor Aggarwal Plaza Sector-14 Rohini New Delhi 110085
E- mail Id ritaholdingsltd@gmail.com

Shareholders Meetings

Meetings of Shareholders/ Members of the Company held during the financial year2020-21.

The details of meeting are as follows:

Annual General Meeting : 19th August 2020

Extra-Ordinary General Meeting: 04th January 2021

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. V.N. Purohit & Co. Chartered Accountants wereappointed in the 35th Annual General Meeting as the Statutory Auditors of theCompany for a period of five years to hold office up to the conclusion of the 40thAnnual General Meeting. The Statutory Auditors have confirmed that they are notdisqualified to act as Auditors and are eligible to hold office as Auditors of yourCompany and give consent for further appointment of 5 years as Statutory Auditors.

- Statutory Auditors Reports

The Statutory Auditors have given an audit report for financial year 2020-21 are givenin "Annexure D" of this report.

- Statutory Auditors Observations

The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualifications reservations adverse remarks or disclaimer. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee or the Board ofDirectors under Section 143(12) of the Companies Act 2013 during the financial year endedMarch 31 2021.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed G AAKASH & ASSOCIATES Company Secretaries to undertakethe Secretarial Audit of the Company for the Financial Year 2020-21.

- Secretarial Auditors Reports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financialyear 2019-20 are given in "Annexure C" of this report.

- Secretarial Auditors Observations

Secretarial Auditors have made observation as stated in the secretarial audit report.

As per Regulation 15 (2) of SEBI (LODR) Regulations 2015 the compliances with thecorporate governance provisions as specified in Reg. 17 to 27 and Clause (b) to (i) ofRegulation 46(2) and Para C D E of Schedule V for Corporate Governance do not apply tothis Listed Entity as the Paid- up share capital of the Listed Entity is Rs. 10000000/-(i.e. less than Rs. 10 Crore) and Net Worth is Rs. 50214872/- (i.e. less than Rs. 25Crores) as on the last day of the previous financial year. During the audit we observedthat the company is voluntarily complying the provisions to the extent possible as a partof good corporate governance practice.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board had appointed M/sS.K. Goel & Associates Chartered Accountants as the Internal Auditors of the Companyfor the financial year 2020-21.

- Internal Auditors Reports

The Internal Auditors have placed their internal audit report to the company.

- Internal Auditors Observations

Internal Audit Report was self explanatory and need no comments.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013

The particulars of contracts or arrangements with related parties for the financialyear 2020-21 along with the Financial Statements in Form No. AOC-2 are given in"Annexure E" of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 are given in "Annexure F" of this Report.

ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN- INE018S01016 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 93.89% of the

Company's Paid-up Share Capital is in dematerialized form and balance 6.11% is inphysical form as on 31st March 2021.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of your Company has adopted the Vigil Mechanism and Whistle BlowerPolicy.

The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behavior.The Company is committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2020-21:

- No of complaints received : 0

- No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to spend any amount in respect of Corporate SocialResponsibility as provisions relating to Corporate Social Responsibility under Section 135of Companies Act 2013 is not applicable to Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2020-2021.

OTHER DISCLOSURES

Your Directors state that during the financial year 2020-21:

- The Company did not issue any equity shares with differential rights as to dividendvoting or otherwise.

- The Company did not issue any Sweat Equity shares.

- The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act 2013Listing Agreement executed with the Stock Exchange(s) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company is in compliance with the SecretarialStandards.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward looking statements"within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to your Company's operations include global and Indian demand supplyconditions finished goods prices feed stock availability and prices cyclical demand andpricing in your Company's principal markets changes in Government regulations taxregimes economic developments within India and the countries within which your Companyconducts business and other factors such as litigation and labour negotiations. YourCompany is not obliged to publicly amend modify or revise any forward looking statementson the basis of any subsequent development information or events or otherwise.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all level.

By the order of Board of Directors of
Rita Finance and Leasing Limited
(Formerly known as Rita Holdings Limited)
sd/- sd/-
Pawan Kumar Mittal Kiran Mittal
Date: 01.09.2021 Director Director
Place: New Delhi DIN:00749265 DIN:00749457

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