Virat Leasing Ltd.
|BSE: 539167||Sector: Financials|
|NSE: N.A.||ISIN Code: INE347L01014|
|BSE 00:00 | 15 Mar||Virat Leasing Ltd|
|NSE 05:30 | 01 Jan||Virat Leasing Ltd|
|BSE: 539167||Sector: Financials|
|NSE: N.A.||ISIN Code: INE347L01014|
|BSE 00:00 | 15 Mar||Virat Leasing Ltd|
|NSE 05:30 | 01 Jan||Virat Leasing Ltd|
Your directors have pleasure in presenting their Thirty Sixth Annual Report on thebusiness and operations of Virat Leasing Limited (the "Company") together withthe Audited Financial Statement for the Financial Year ended 31st March 2020.
During the year under review performance of your company as under:
* Previous Year figures have been recast/restated Emergence of COVID-19
Towards the end of the Financial Year the World Health Organization (WHO) declaredCOVID-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. COVID- 19 having an unprecedented impact on peopleand Economies Worldwide.
The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. Company's capital and Financial resources arewell placed but there is an adverse effect due to the COVID-19 Pandemic. The Company hasalso implemented stringent cost control measures to conserve cash to address any evolvingsituation resulting from the pandemic. The Company does not foresee any significantchallenges in realizing Financial/recovering its assets.
The Ministry of Home Affairs Government of India on March 24 2020 notified the firstnationwide lockdown in India to stop the spread of the outbreak of Covid-19 pandemic. Theoperations were disrupted at certain level of the Company; however the company is closelymonitoring the emerging situation arising out of COVID-19 and resultant restrictionsimposed by the regulatory authorities. It is possible neither to foresee the duration forwhich this pandemic will last nor predict its course. Nevertheless the company is makingevery effort to ensure that the after effects are dealt with. In view of the prevailinguncertainty no precise estimation can be made about overall impact of this pandemic.
The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees. The office-based employees were allowed to work from home by providing adequatedigital and other assistance. The Company observed all the government advisories andguidelines thoroughly and in good faith.
Operating & Financial Performance
The Company's Standalone Revenue from operation for the Financial Year 2019-20 was Rs.8384413.00/- over the Previous Years Revenue of Rs. 8315583.00/-. The Company's Profitbefore Taxation on a Standalone Basis was Rs. 1599927.00/- during the year compared toRs. 655382.00 in 2019-20.
The Consolidated Revenue from Operation for the Financial Year 2019-20 was Rs.8384413.00/- compared to Rs. 8315583.00/- in the Previous Year. The Company's ProfitBefore Taxation on a consolidated basis was Rs. 1623889.00/- during the year compared toRs. 631920.00/- in the Previous Year.
Material Changes & Commitments affecting the Financial Position of the Company.
There have been no material changes and commitments affecting the Financial positionof the Company which have occurred between the end of the Financial year of the companyand the date of this report.
Your Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2020.
Transfer to Reserves
The Board in its meeting held on July 31 2020 proposes to carry an amount of236950/- lacs to Statutory Reserve as per the existing provisions of the Companies Act2013 and rules there under read with the Reserve Bank of India Guidelines as applicable tothe Company.
The Board of Directors have decided to retain the entire amount of profits for theFinancial 2019-20 in the Profit and Loss Account.
The Company being a Non-Deposit accepting NBFC has not accepted any public deposits.As such no amount on account of principal or interest on public deposits was outstandingon 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 there under.
The paid-up Equity Share Capital as on March 31 2020 was Rs 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.
Statutory & Legal Matters
There has been no significant and/ or material order(s) passed by any Regulators/Courts/Tribunals affecting the status. However there was a notice received by the companyfrom BSE regarding issue related to shell companies and in this regard Forensic Audit isunder process.
Cash and cash equivalent as on March 31 2020 was Rs 196449/- (previous year Rs 101330). The Company's working capital management is based on a well-organized process ofcontinuous monitoring and controls.
As on March 31 2020 the company has one Subsidiary i.e. Icon Commotrade LLP(previously Icon Commotrade Limited) which was converted to Limited Liability Partnership(LLP) on 31.05.2018. In compliance with Accounting Standard 21 your Company has preparedits consolidated Financial Statements which forms part of this annual report. Pursuant tothe provision of section 129(3) of the Companies Act 2013 a separate statementcontaining the salient features of the subsidiary companies in the prescribed form AOC-1is also included in the Board Report and is attached as Annexure-I. The accounts of thesubsidiary will be available to any member seeking such information at any point of time.The Financial statement of the Company along with the accounts of the subsidiary will beavailable at the website of the Company namely www.vll.co.in. and kept open for inspectionat the registered office of the Company.
Disinvestment in Subsidiary
The subsidiary of the Company i.e. Icon Commotrade Limited was converted to LimitedLiability Partnership (LLP) on 31.05.2018. During the period under review the company hasdisposed its investments made in its Subsidiary Company i.e. Icon Commotrade LLP (IconCommotrade Limited) w.e.f. 31st March 2020.
The accounts of the subsidiary will be available to any member seeking such informationat any point of time. The Financial statement of the Company along with the accounts ofthe subsidiary will be available on the website of the Company namely www.vll.co.in andkept open for inspection at the Corporate office and corporate office of the Company.
Consolidated Financial Statements
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations") and applicable provisions of theCompanies Act 2013 ("the Act") read with the Rules issued thereunder (asamended from time to time) the Consolidated Financial Statement of the Company for theFinancial Year 2019-20 have been prepared in compliance with applicable Indian AccountingStandards and on the basis of Audited Financial Statement of the Company and itssubsidiaries as approved by the respective Board of Directors. The Consolidated FinancialStatement together with the Auditors' Report forms part of this Annual Report.
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.
Risk Management Policy
The Company has identified risk involved in respect to its Financing and investingactivities. It has also adopted the procedures / policies to minimize the risk and thesame are reviewed and revised as per the needs to minimize and control the risk.
Directors and Key Managerial Personnel
Directors coming up for retirement by rotation
The Company had altered its article no. 163A of Articles of Association by passing aspecial resolution in the ExtraOrdinary General Meeting held on 18th July 2019pursuant to which the Managing/Whole-time Directors are now liable to retire by rotation.
Thus in accordance with the provisions of Section 152(6) of the Companies Act 2013Shri Rajeev Kothari (DIN: 00147196) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for reappointment.
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/were the Key Managerial Personnel of the Company during the year underreview.
Mr. Manoj Biyani CFO w.e.f. 17.04.2019.
Miss. Pooja Kalanouria Company Secretary & Compliance Officer up to28.05.2019.
Miss Puja Shaw Company Secretary & Compliance Officer w.e.f. 29.05.2019 to05.07.2019.
Miss Bhawna Gupta Company Secretary & Compliance Officer w.e.f. 14.08.2019to 29.02.2020
Mr. Brij Mohan Jha Company Secretary w.e.f. 13.07.2019
Mr. Rajeev Kothari Managing Director (re-appointed with effect from30.07.2019).
Statement of Declaration given by Independent Directors
All the Independent Directors have furnished the requisite Declarations that they meetthe Independence criteria as laid down under section 149(6) of the of the CompaniesAct2013 read with the rules made thereunder and Regulation16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Meetings of Independent Directors
A separate meeting of the Independent Directors was held on 13th February2020. Mr. Pradeep Kumar Agarwal was elected as the Lead Independent Director of theCompany. Details of the separate meeting of the Independent Directors held and attendanceof Independent Directors are provided in the Report on Corporate Governance forming partof this report.
Meetings of Board of Director
During the Financial Year 2019-20 six (6) meetings of the Board of Directors of theCompany were held. The details of which are given in the Corporate Governance Report inAnnexure-II. The intervening gap between the Meeti ngs was within the period prescribedunder the Companies Act 2013.
Board Induction Training and Familiarization 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 were also explained in detail the variouscompliances required from him as a Director under the various provisions of the CompaniesAct 2013 Regulation 25 SEBI (Listing Obligation and Disclosures Requirement)Regulations 2015 SEBI (Prohibition of Insider Trading) Regulations 2011 the code ofconduct of the company and other relevant regulations. The Director upon appointment isformally inducted to the Board. In order to familiarize the Independent Directors aboutthe business drivers they are updated through presentations at Board Meetings about theFinancials of the Company .
The Directors are also updated on the changes in relevant corporate laws relating totheir roles and responsibilities as Directors.
Remuneration Policy of Director
The Board has on the Recommendation of the Nomination and Remuneration committee frameda 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.
Directors' Responsibility Statement
Based on the framework of internal Financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal Financial controls over Financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal Financial controls were adequate and effective during the Financialyear 2019-20.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(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.
Contracts and Arrangements with Related Party
All Related Party Transactions that were entered into during the Financial year were onan arm's length basis in the ordinary course of business and complies with the applicableprovisions of the Act and the Listing Regulations.
There were no materially significant Related Party Transactions made by the Companywith Promoters Directors and Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large.
All Related Party Transactions were placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions that arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions if any.
The Company has adopted a Related Party Transact ons Policy. The Policy as approved bythe Board is uploaded on the Company's website at the web link:https://www.vll.co.in/pdf/policv/rpt.pdf
Given all the Related Party Transact ons during the year under review were at arm'slength and in the ordinary course of business and the Company did not enter into anymaterial transaction with any related party and hence Form AOC-2 does not form part ofthis report.
The details of the transactions with Related Parties are provided in the accompanyingFinancial Statements.
Annual Evaluation of Board Performance and Performance of Its Committees and OfIndividual Directors:
Pursuant to the provisions of the Act and SEBI Listing Regulations the Board hascarried out an annual evaluation of its own performance performance of the Directorsindividually as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and individual Directors of the Company. The above criteria are broadly basedon the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia on 5th January 2017.
For evaluating the Board as a whole views were sought from the Directors on variousaspects of the Board's functioning such as degree of fulfilment of key responsibilitiesBoard Structure and composition establishment delineation of responsibilities to variouscommittees the effectiveness of Board processes information and functioning Boardculture and dynamics quality of the relationship between the Board and the management.Similarly views from the Directors were also sought on the performance of individualDirectors covering various aspects such as attendance and contribution at theBoard/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings.
Areas on which the Committees of the Board were assessed included degree of fulfilmentof key responsibilities adequacy of Committee composition the effectiveness of meetingsCommittee dynamics and quality of the relationship of the Committee with the Board and theManagement. The performance evaluation of the Independent Directors was carried out by theentire Board.
The Independent Directors who also reviewed the performance of the Board as a wholecarried out the performance evaluation of the Non-Independent Directors. The Nominationand Remuneration Committee also reviewed the performance of the Board its Committees andof the individual Directors.
Vigil Mechanism/Whistle Blower Policy:
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 Regulations 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 any way.
Details of establishment of the Vigil Mechanism has been uploaded on the company'swebsite www.vll.co.in and also set out in the Corporate Governance Report attached to thisBoard's Report.
Corporate Social Responsibility
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.
The shares of the Company are listed on the BSE Limited. The Company's shares arecompulsorily traded in the dematerialized form. The ISIN allotted is INE347L01014.
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 - III and forms a part of theDirector's Report.
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. A declaration signed by the Managing Director of theCompany about its compliance forms part of this report.
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.
Particular of Loans guarantees and investments
The Company has given loans and made investments during the year the detail of whichare given in the notes to the Financial Statements.
The provisions of section 186 of the Companies Act 2013 read with Rule 11 of theCompanies (Meeting of Board and its Powers) Amendment Rules 2015 is exempted on yourcompany as your Company is NBFC registered with RBI whose principal business inter aliaincludes financing of companies.
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.
Foreign Exchange Earning and Outgo
There is no foreign exchange earnings and outgo during the year under review.
Extract of Annual Return
The extract of Annual Return as for the Financial year 2019-20 in Form No. MGT-9 asrequired under Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 is set out as an Annexure-IV to this Report.This information is also available at the website of the Company at www.vll.co.in.
In the 34th Annual General Meeting of the Company held on 28.09.2018 M/s C.K. Chandak & Co Chartered Accountants have been appointed as the statutory auditorsof the Company for a period of five years until the conclusion of 39th AnnualGeneral Meeting of the Company. With the amendment of Section 139 of the Companies Act2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules 2014 as amended by theCompanies (Amendment) Act 2017 effective from 7th May 2018 the ratification of theAuditors in each of the Annual General Meeting has been done away with and they would notbe subject to ratification during continuation of in the office of the Auditors' of theCompany.
The Statutory Auditors' Report of M/s C. K. Chandak & Co Chartered Accountantsdoes not contain any qualifications reservations or adverse remarks. The Auditor's Reportis 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-V to the Board'sreport. The auditor's certificate for year 2019-20 does not contain any qualificationreservation or adverse remark.
Frauds reported by the Auditors
The Auditors of the Company report no fraud for the year under review.
The Board had appointed Mr. Rajesh Ghorawat Practicing Company Secretary as theSecretarial Auditor of the Company to carry out the Secretarial Audit for the Financialyear 2019-20 under the provisions of Section 204 of the Companies Act 2013. TheSecretarial Audit Report certified by our Secretarial Auditors in the specified form MR -3 is annexed and forms part of this report as Annexure-
VI. The Report confirms that the Company had complied with the statutory provisionslisted under Form MR-3 and the Company has proper board processes and compliancemechanism. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
M/s. Rishi Agarwal & Co. Chartered Accountants was appointed as the InternalAuditor of the Company for the Financial Year 2019-20.
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 Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees are covered under this Policy. The Policy is gender neutral. TheCompany has also constituted Internal Complaints Committee as required under the Act.During the year under review no complaints with allegations of sexual harassment werefiled. Disclosure in relation to this Act is given in the Section Corporate GovernanceReport.
Prevention of Insider Trading
Your Company has adopted a Code of Conduct for prevention of Insider Trading incompliance with the SEBI (Prohibition of Insider Trading) Regulations 2015. AllDirectors employees and other designated persons who could have access to unpublishedprice sensitive information of the Company are governed by this Code.
The trading window for dealing with equity shares of the Company is duly closed duringdeclaration of Financial results and occurrence of any other material events as per thecode. During the year under review there has been due compliance with the code.
Certification by Managing Director and CEO
A certification by Mr. Rajeev Kothari Managing Director of the Company and Mr. ManojBiyani Chief Financial officer (CFO) of the Company as required under Regulation 17(8)read with Part B of Schedule Ii and Declaration as per Part D of Schedule V is annexed tothis report.
Cost Records and Cost Audit
The provisions of cost records and cost audit as specified by the Central Governmentunder Section 148 of the Companies Act 2013 are not applicable to the Company.
Your Directors state that no disclosure or reporting is required 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 or otherwise.
. Issue of Sweat equity shares.
. Your 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.
. There was no revision in the Financial Statements.
Secretarial Standards of ICSI:
The Company has complied with Secretarial Standards to the extent applicable issued bythe Institute of Company Secretaries of India.
Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates copouatafl torabilimieBb eFfeofd&ftjcoTDpanyfPi their valuable guidanceand support. The Board expects to receive their continuous support in future also.