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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
OPEN 12.50
PREVIOUS CLOSE 12.50
VOLUME 25
52-Week high 12.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 13.12
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.50
CLOSE 12.50
VOLUME 25
52-Week high 12.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 13.12
Buy Qty 50.00
Sell Price 0.00
Sell Qty 0.00

Virat Leasing Ltd. (VIRATLEASING) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 38th (ThirtyEighth) Annual Report of the Company along with the Audited Financial Statements for thefinancial year ended as on 31st March 2022.

STATE OF COMPANY'S AFFAIRS

The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of Financial Year 2021-22 thesecond wave of the pandemic overwhelmed India. The Company has continued to operate andprovide services to its customers without any significant disruptions during ongoingCOVID-19 crisis. Flowever disruptions to businesses worldwide and economic slowdown mayhave its eventual impact on the Company. The Company will continue to closely monitor anymaterial changes to future economic conditions. The health and safety of our employeesretained primacy throughout the pandemic.

Financial Performance

(Rs. in Lakhs)

Particulars Year ended as on 31st March 2022 Year ended as on 31s* March 2021
Total Income 91.48 69.59
Total Expenses 69.70 57.81
Profit or Loss before Exceptional Extraordinary items 21.78 11.78
Profit or Loss before tax 21.78 11.78
Less: Tax Expenses 18.73 2.53
Profit or Loss after Tax 3.04 9.25
Other Comprehensive Income 11.85 (15.73)
Total Comprehensive Income 14.89 (6.48)

During the year under review your company recorded a total income ofRs. 91.48 lakhs as compared to Rs. 69.59 lakhs in the previous financial Year marking anincrease of 31.46%. The profit for the same period stood at Rs. 3.04 lakhs as compared toprofit of Rs. 9.25 lakhs in the previous financial year.

Change in nature o f business

There was no change in the nature of business of the company.

Management Discussion and Analysis Report

The Company's business activity primarily falls within a singlebusiness segment i.e. Investment and Finance. The analysis on the performance of theindustry the Company internal control systems risk management are presented in theManagement Discussion and Analysis Report is presented forming part of this report.

SHARE CAPITAL

Equity Shares:

The paid-up Equity Share Capital as on 31st March 2022 wasRs. 129805000/-. There was no change in the Share Capital during the year under review.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital andDebentures) Rules 2014 the Company has not issued any Sweat Equity Shares.

Differential Voting Rights:

In terms of Rule 4(4) of The Companies (Share Capital and DebentureRules 2014) the Company has not issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of The Companies (Share Capital and DebentureRules 2014) the Company has not issued any Employee Stock Options.

DIVIDEND

Your Directors have not recommended any dividend for the year underreview.

Transfer of unpaid &unclaimed Dividends & Shares to InvestorEducation and Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend hencethe company is not required to transfer any amount to Investor Education and ProtectionFund.

RESERVES

The Company has transferred a sum of Rs. 60899.64 to the StatutoryReserve as per Guidelines issued by Reserve Bank of India.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place after theclose of financial year till date which will have any material or significant impact onthe financials of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Particulars as prescribed under Sub-Section 3(m) of Section 134 of theCompanies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014 regarding energyconservation and technology absorption is not applicable to the Company.

During the year under review there was no inflow or outflow of foreignexchange.

RISK MANAGEMENT

The Company has a risk management framework comprising risk governancestructure and defined risk management process. The risk governance structure of theCompany is a formal organization structure with defined roles and responsibilities forrisk management. The risks existing in the internal and external environment areperiodically identified and reviewed based on which the cost of treating risks isassessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 are not applicable on theCompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Financial Company (NBFC) theprovisions of Section 186 of the Companies Act 2013 read with Rule 11 of the Companies(Meetings of Board and its Power) Rules 2014 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered with Related Parties during the financial yearwere on an arm's length basis and were in ordinary course of business and the provision ofSection 188 of the Companies Act 2013 are not attracted. There are no materiallysignificant related party transactions during the period under review made by the Companywith Promoters Directors or other designated person which may have a potential conflictwith the interest of the Company at large. Thus disclosure in Form AOC- 2 is notrequired. However details of all related party transactions are given in Notes toFinancial Statements.

BOARD OF DIRECTORS COMMITTEES AND MANAGEMENT

Composition:

The composition of the Board of Directors and its Committees viz.Audit Committee Nomination and Remuneration Committee and Stakeholders7Relationship Committee are constituted in accordance with Companies Act 2013 ("theAct") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ["SEBI (LODR) Regulations 2015"] wherever applicable. The details areprovided in Corporate Governance Report which forms the part of the Annual Report.

Appointment

Mr. Mahesh Kumar Kejriwal was appointed as Non-Executive IndependentDirector w.e.f. 5th April 2021 for a period of five consecutive years whoseappointment is not liable to retire by rotation.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013 at least two-thirdof the total number of Directors (excluding independent directors) shall be liable toretire by rotation.

The Independent Directors hold office for a fixed term of not exceedingfive years from the date of their appointment and are not liable to retire by rotation.

Accordingly Mr. Rajeev Kothari (DIN: 00147196) Managing Directorliable to retire by rotation retires from the Board this year and being eligible hasoffered himself for re-appointment.

The brief resume and other details relating to Mr. Rajeev Kothari whois proposed to be reappointed as required to be disclosed under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is incorporated inthe annexure to the notice calling ensuing Annual General Meeting.

Re-appointment of Directors

The Board proposes to re-appoint Mr. Rajeev Kothari (DIN: 00147196) asManaging Director of the Company for a further period of five consecutive years commencingfrom 30th July 2022 subject to approval of the Members at the ensuing AnnualGeneral Meeting.

The brief resume and other details relating to Mr. Rajeev Kothari whois proposed to be reappointed as required to be disclosed under Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is incorporated inthe annexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the FinancialYear ended on 31st March 2022 and the attendance of the Directors are set outin the Corporate Governance Report which forms part of this report. The maximum time gapbetween any two Board Meetings was

not more than 120 days as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Companies Act 2013 and Secretarial Standardon Meetings of the Board of Directors.

The details of meeting of Independent Directors are set out in theCorporate Governance Report which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from allthe Independent Directors confirming their independence as per provisions of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aprogramme for familiarizing the Independent Directors their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. through various initiatives.

Further at the time of appointment of an Independent Director thecompany issues a formal letter of appointment outlining his/ her role function dutiesand responsibilities as a director. The details of programmes for familiarization forIndependent Directors are available on the website of the Company www.vll.co.in.

Annual Evaluation of Board's Performance

In compliance with the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance board committeesand individual directors. The details are provided in Corporate Governance Report whichforms the part of the Annual Report.

Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your Directors state that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit / loss of the company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy toprovide a formal mechanism to the Directors and employees to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or Ethics Policy. It aims to provide an avenue for employees through this policyto raise their concerns on any violation of legal or regulatory requirements suspiciousfraud misfeasance misrepresentation of any financial statements arid reports. It alsoprovides for direct access to the Chairman of the Audit Committee. The VigilMechanism/Whistle Blower Policy is being made available on the Company's websitewww.vll.co.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013the Board on the recommendation of the Nomination and Remuneration Committee has frameda Nomination and Remuneration Policy for selection appointment and remuneration ofDirectors and Key Managerial Personnel including criteria for determining qualificationspositive attributes and independence of Directors. The policy has been duly approved andadopted by the Board pursuant to the recommendations of the Nomination and RemunerationCommittee. The Remuneration Policy has been uploaded on the Company's websitewww.vll.co.in. Further the salient features of the policy are given in the Report ofCorporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2022 inForm MGT - 7 is in accordance with Section 92(3) of the Act read with the Companies(Management and Administration) Rules 2014 and is available on the website of the Companyat www.vll.co.in.

SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary associate or joint venture.There was no Company which has become or ceased to be Company's Subsidiary Joint Ventureor Associate during the Financial Year 2021-22.

DEPOSITS

During the year under review your Company has neither accepted norrenewed any deposits from public within the meaning of Section 73 of the Companies Act2013 read with Companies (Acceptance of Deposits) Rules 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEOUECY

The Company has laid down an adequate system of internal controlspolicies and procedures for ensuring orderly and efficient conduct of the businessincluding adherence to the Company's policies safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures.

The current system of internal financial control is aligned with thestatutory requirements. Effectiveness of internal financial control is ensured throughmanagement reviews controlled self-assessment and independent testing by the InternalAuditor.

AUDIT AND ALLIED MATTERS

Statutory Auditor

M/s. C.K. Chandak & Co. (FRN: 326844E) Chartered Accountants havebeen appointed as Statutory Auditors of the Company at the Annual General Meeting held on28th September 2018 for a term of 5 consecutive years to hold office from theconclusion of 34th Annual General Meeting till the conclusion of 39thAnnual General Meeting to be held in the year 2023.

The Statutory Auditors have confirmed that they are not disqualifiedfrom continuing as Auditors of the Company.

The Statutory Auditor Report to the Members for the year ended 31stMarch 2022 does not contain any qualification reservation adverse remark or disclaimer.Also there has been no instance of fraud reported by the statutory auditors for the periodunder review.

Internal Auditor

As recommended by the Audit Committee the Board of Directors hadre-appointed M/ s. Srimal Jain & Co. Chartered Accountants as Internal Auditors ofthe Company for the Financial Year 2021-22 to conduct internal audit of the Company andtheir report on findings is submitted to the Audit Committee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors had re-appointed Mr. Rajesh Ghorawat Company Secretary inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportfor the Financial Year 2021-22 in the prescribed Form MR-3 is appended as 'Annexure - A'to this Board's Report.

COST RECORDS

The Company is not required to maintain cost records as specified bythe Central Government under sub-section (1) of Section 148 of the Companies Act 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As perRegulation 34 read with Schedule V (C) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Report on Corporate Governance along with a certificatereceived from the Statutory Auditors confirming compliance is annexed and forms part ofthe Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulatorsor Courts or Tribunals during the year under review impacting the going concern status andthe operations of the Company in future. However the forensic audit is still underprocess with regards to notice received from BSE relating to suspected Shell Company.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudential norms prescribed by theReserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-BankingFinancial Companies Prudential Norms (Reserve Bank) Directions 2015 is annexed herewith.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 ('POSH Act') and Rules madethereunder your Company have constituted Internal Complaints Committee for providing aredressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review no complaint was filed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneration and other details asrequired under Section 197 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as 'Annexure- B' formingpart of this report.

OTHER DISCLOSURES

Secretarial Standards:

The company has complied with the applicable provisions of SecretarialStandards SS-1 and SS-2 with respect to convening of Board Meetings and General Meetingsduring the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code 2016:

No application has been made under the Insolvency and Bankruptcy Code;hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude andappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. The Board conveys its appreciation for itscustomers shareholders suppliers as well as vendors bankers business associatesregulatory and government authorities for their continued support.

For and on behalf of the Board
Virat Leasing Limited
Sd/- Sd/-
Jitendra Kumar Goyal Rajeev Kothari
Place: Kolkata Director Managing Director
Date: 13th August 2022 (DIN: 00468744) (DIN: 00147196)

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