Your directors have pleasure in presenting their Thirty Third Annual Report on thebusiness and operations of Virat Leasing Limited (the "Company") together withthe audited statement of accounts for the year ended 31 st March 2017.
Financial Highlights (Standalone and Consolidated)
During the year under review performance of your company as under: (in Rs)
|Financial Result ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Revenue ||354595943 ||13358600 |
|Less: Total Expenditure ||355340201 ||13291873 |
|Profit before Tax ||(744258) ||66726 |
|Less: Taxation ||- ||67671 |
|Profit After Tax ||(744258) ||(945) |
|Transfer to Statutory Reserve ||- ||(189) |
|Transfer from/(to) Contingent provisions against Standard Assets ||(56656) ||22253 |
|Balance brought forward from Previous Year ||1101814 ||1124823 |
The consolidated performance of the group as per consolidated financial statements isas under:
| || ||(In Rs) |
|Financial Result ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Total Revenue ||354595943 ||21811983 |
|Less: Total Expenditure ||355356243 ||21712932 |
|Profit before Tax ||(760300) ||99050 |
|Less: Taxation ||18.00 ||88501 |
|Profit after Tax ||(760318) ||10549 |
|Share of Profit/(Loss) transferred to Minority Interest ||(7958) ||2468 |
|Profit for the year ||(752361) ||8081 |
Operating & Financial Performance
Revenue from operation has increased from ? 13179283 to ? 352347556/-. Profitbefore taxation decreased to (? 744258)/- from? 66726/-in 2016. Whereas profit aftertaxation for the year is (? 744258) as compared to (? 945) in 2016. Inspite of turnoverincrease around 34 times in comparison to the last year the Company had incurred loss ascertain loans given by the Company turned out to be bad and the Company has written offthose losses in the books for the year.
Material Changes & Commitments
No material changes and commitments have occurred from the date of close of thefinancial year till the date of this Report which affect the financial position of theCompany.
Your Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2017.
Transfer to Reserves
Your Directors propose to transfer nil amount to the General Reserves due to negativeprofit.
The paid up Equity Share Capital as on March 312017 was ? 129805000/-. During theyear under review the company has not issued any shares or any convertible instruments.
Change in the nature of business if any
There is no change in the nature of the business of the Company.
Cash and cash equivalent as on March 31 2017 was ? 1857900/- (previous year ?2601664/-). The Company's working capital management is based on a well-organized processof continuous monitoring and controls.
The Company being a Non Deposit Accepting NBFC has not accepted any public deposits assuch no amount on account of principal or interest on public deposits was outstanding ason the date of the balance sheet.
The Company has not accepted deposits from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Rules framed thereunder.
Particular Loans guarantees and investments
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 as it is exempted from the applicability of theprovision of Section 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. 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 operation were observed.
Subsidiary / Joint Ventures / Associates
As on March 31 2017 the Company had one Indian Subsidiary. During the year underreview Fastflow Commodeal Limited ceased to be subsidiary w.e.f.21st December 2016 andwhereas Moti Finvest Limited ceased to be subsidiary w.e.f. 31 st March 2017 during theyear. In compliance with Accounting Standard 21 your Company has prepared itsconsolidated financial statements which forms part of this annual report. Pursuant to theprovision of section 129(3) of the Companies Act 2013 a separate statement containingthe salient features of the subsidiary companies in the prescribed form AOC-1 is a part ofthe consolidated financial statement. The accounts of the subsidiary companies will beavailable to any member seeking such information at any point of time. The financialstatement of the Company along with the accounts of the subsidiaries will be available atthe website of the Company namely www.vll.co.in and kept open for inspection at theregistered office of the Company.
None of the subsidiary is a material subsidiary whose income or net worth in theimmediately preceding accounting year exceeds twenty percent of the consolidated income ornet worth respectively of the Company and its subsidiaries. The Board of Directors of theCompany has approved a Policy for determining material subsidiary in line with the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. The Policy has beenuploaded on the Company's website at http://www.vll.co.in/policy/DOC_215967.Policy%20on%20Material%20Subsidaries%20%20of%20Virat.pdf.
Consolidated Financial Statements
The consolidated financial statements of the Company as on March 312017 are preparedin compliance with the applicable provisions of the Companies Act 2013 and perapplicable regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The audited consolidated financial statements together with theAuditors' Report thereon form part of the Annual Report. The Net Worth of the consolidatedentity as on March 312017 stood at ? 156587083/- against ?177730169/- at the end of theprevious year.
Directors and Key Managerial Personnel Change in Directorate
The Board of Directors has accepted the resignation of Mr. Mahesh Kumar Kejriwal (DIN:07382906) was appointed as an additional independent director of the Company w.e.f. May302016.
The Board of Directors has placed on record its warm appreciation of the richcontribution made by Mahesh Kumar Kejriwal and the leadership provided by him during histenure as additional independent director of the Company
Directors coming up for retirement by rotation
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajeev Kothari (DIN: 00147196) shall retire by rotation atthe ensuing Annual General Meeting and being eligible offer himselves for re-appointment.Your Directors recommend the same for your approval.
The Nomination and Remuneration Committee (NRC) of your Company has formulated and laiddown criteria for preformance Evaluation of the Board (including Committees) and everydirector (including Independent Directors and Chairman & Managing Director) pursuantto provision of Section 134 Section 149 read with code of Independent Directors (scheduleiv) and section 178 of the companies Act 2013 and Regulation 19(4) read with Part D ofschedule II of SEBI Listing Regulations 2015 covering inter-alia the following parametersnamely:
1. Board Evaluation- degree of fulfillment of key responsibilities; Board culture anddynamics
2. Board Committee Evaluation - effectiveness of meetings; committee dynamics.
3. Individual Director Evalution (including Ids) -contribnution at Board Meetings.
Further the Chairman and Managing Director is evaluated on key aspects of the rolewhich includes inter-alia effective leadership to the Board and adequate guidance to theCEOs.
None of the independent directors are liable to retire by rotation. In accordance withSection 149(7) of the Companies Act 2013 each Independent Director has given a writtendeclaration to the Company confirming that he/she meets the criteria of Corporate OverviewFinancial Highlights Board & Management Reports Financial Statements 51 independenceas mentioned under Section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Familiarization Program for the Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. Details of the Familiarization Programme areavailable on the Company's website at http://www.vll.co.in/policy/DOC_214536.Familiarization%20programmes%20of%20ID%20of%20Virat.pdf
Pursuant to the provisions of Companies Act 2013 and Regulation 17 SEBI(ListingObligation and Disclosure Requirement) Regulations 2015the Board has carried out annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) 203 of the Companies Act 2013 read withThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key Managerial Personnel
1. Mr. Manoj Biyani Chief Financial Officer(w.e.f 07.04.2017)
Mr. Prabhat Kumar Marda (upto 04.04.2017)
2. Miss. Pooja Kalanouria Company Secretary & Compliance Officer
3. Mr. Rajeev Kothari Managing Director.
Criteria for selection of candidates for appointment as Directors. Key ManagerialPersonnel and Senior leadership positions.
A well-defined criteria is in place for the selection of candidates for appointment asDirectors Key Managerial Personnel and senior leadership positions.
Remuneration Policy of Director
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Company's Remuneration 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.
Meetings of Board of Director
During the Financial Year 2016-17 seven (7) 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 underthe CompaniesAct 2013.
Board Induction. Training and Familiarisation Programme for Independent Directors
At the time of appointment of the Directors a formal letter of appointment is given tohim which inter-alia explain the role function and responsibilities expected of him as aDirector of the Company. The Director is also explained in detaial the various compliancesrequired from him as a Director under the various provisions of the companies act 2013Regulation 25 SEBI (Listing Obligation and Disclosures Requirement) Regulations 2015SEBI (Prohibition of Inside Trading) Regulations 2011 the code of conduct of the companyand other relevant regulations. The Director upon appointment is formally inducted to theBoard. In order to familiarize the Independent Directors about the business drivers theyare updated through presentations at Board Meetings about the Financials of the Companyand also about the new product lauches. They are also provided booklets about the businessand operations of the Company.
The Directors are also updated on the changes in relavant corporate laws relating totheir roles and responsibilities as Directors.
Meetings of Independent Directors
Aseparate meeting of the Independent Directors was held on 14th February 2017. Mr.Jitendra Kumar Goyal was elected as the Lead Independent Director of the Company. Detailsof the separate meeting of the Independent Directors held and attendance of IndependentDirectors are provided in the Report on Corporate Governance forming part of this report.
Contracts and Arrangements with Related Party
All Related party transactions 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 transactions made by the Company during the year that would haverequired shareholder approval under Regulation 23 SEBI(Listing Obligation and DisclosureRequirement) Regulations 2015. All related party transactions are reported to the AuditCommittee. Prior approval of the Audit Committee is obtained on a yearly basis for thetransactions which are planned and/ or repetitive in nature and omnibus approvals aretaken within limits laid down for unforeseen transactions. The disclosure under Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 is not applicable. The Policy on Related Party transactions as approved by theBoard has been uploaded on the Company's Website and may be accessed at the linkhttp://vll.co.in/related-party-policy.
The details of the transactions with related parties during 2016-17 are provided in theaccompanying financial statements.
None of the Directors had any pecuniary relationship or transactions with the Companyduring the year under review.
Statutory & Legal Matters
There has been no significant and/or material order(s) passed by anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
Auditors and Auditors' Reports
Your Company's Auditors M/s. S. K. Rungta & Co. Chartered Accountants (FRN:308081E) Kolkata were appointed as Statutory Auditors of the Company from the conclusionof the Annual General Meeting held on 29.09.2014 until the conclusion of 33rdAnnualGeneral Meeting to be held in the year 2017. The term of appointment of M/s. S. K. Rungta& Co Chartered Accountants will complete at the conclusion of the forthcoming AGM.The Board took on record its appreciation of service rendered by them during their tenureas Statutory Auditors of the Company.
M/s T C Mahawar & Co Chartered Accountants have been proposed to be appointed asstatutory auditors of the Company at the ensuing Annual General Meeting for a period offive years from the conclusion of the ensuing 33rd AGM till the conclusion of38th AGM of the Company. The said firm has given its consent and declared thatthey are not disqualified to be appointed as statutory auditors.
Report of M/s. S. K. Rungta & Co Chartered Accountants and statutory auditor'sReport does not contain any qualifications reservations or adverse remarks. The Auditor'sReport is enclosed with the financial statements in this Annual Report.
Auditor's Certificate on Corporate Governance
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015the auditor's certificate on corporate governance is enclosed as Annexure 4 to the Board'sreport. The auditor's certificate forfiscal 2016 does not contain any qualificationreservation or adverse remark.
Pursuant to the provisions of Section 204 of the CompaniesAct2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Anand Khandelia Practicing Company Secretaries as its Secretarial Auditorto undertake the Secretarial Audit for the financial year 2016-17. The Secretarial AuditReport certified 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 mechanism.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Corporate Social Responsibility
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.
Whistle Blower Policy (Vigil Mechanism)
Your Company has formulated a codified Whistle Blower Policy incorporating theprovision relating to Vigil Mechanism in terms of section 177 of the Companies Act 2013and Regulation 22 of SEBI Listing Regulation 2015 in order to encourage Directors andEmployees of your Company to escalate to the level of the Audit Committee any issue ofconcerns impacting and compromising with the interest of your company and its stakeholdersin anyway. Further refer Annexure 6.
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated in SEBI (ListingObligations and Disclosure Requirement) Regulations forms part of the Annual Report andannexed as Annexure 6.
Conservation of Energy Technology Absorption
Since the Company does not own any manufacturing facility being an Investment Companythe particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts) Rules 2014 are not applicable.
The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached here as Annexure 5 and forms a part of the Directors'Report.
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)
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 operations 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 Staff were givenappropriate training in this regard.
Internal Control Systems and Their Adequacy
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Director.
Although the company has long been following the principle of risk minimization 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.
Director's Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 andClause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparationof the annual accounts for the year ended on 31.03.2017 and state that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
(ii) 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;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(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 operatingeffectively; 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 effectively.
RBI Guidelines for Non-Banking Financial Companies
The Company has observed all the prudential norms prescribed by the Reserve Bank ofIndia. The Schedule as required in terms of Paragraph 13 of Non-Banking FinancialCompanies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.
Provisions of Sexual Harassment
The provisions of the Sexual Harassment of Women at the work place (PreventionProhibition and Redressal) Act 2013 is not attracted on the Company However the Companyhas a voluntary policy towards Prevention of Sexual Harassment of Women employees of theCompany and has set up a mechanism for registering and prompt redressal of complaintsreceived from all permanent and temporary employees and staffs.
The statements forming part of the Directors' Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements
Your Directors state that no disclosure our reporting is reqauired in respect of thefollowing items as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of Sweat equity shares.
Your Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.
There was no revision in the Financial Statements.
There was no change in the nature of business.
Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport. The Board expects to receive their continuous support in future also.
For and on behalf of the Board of Directors
| ||Rajeev Kothari ||Jitendra Kumar Goyal |
|Place: Kolkata ||Managing Director ||Director |
|Date: 30/05/2017 ||(DIN 00147196) ||(DIN 00468744) |