Virat Leasing Ltd Directors Report.

To,

The Members,

Your directors have pleasure in presenting their Thirty Fifth Annual Report on the business and operations of Virat Leasing Limited (the "Company") together with the audited statement of accounts for the year ended 31st March, 2019.

Financial Highlights (Standalone and Consolidated)

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

(in Rs)

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 1,20,89,307 2,67,22,696
Less: Total Expenditure 1,03,31,499 2,63,57,510
Profit/ (Loss) before Tax 17,57,808 3,65,186
Less: Taxation 3,33,925 64,643
Profit/ (Loss) after Tax 14,23,883 3,00,543
Transfer to Statutory Reserve 2,84,777 60,109
Transfer from/(to) Contingent provisions against Standard Assets 1,248 43,507
Balance brought forward from Previous Year 6,11,140 4,14,213

The consolidated performance of the group as per consolidated financial statements is as under: (in Rs )

Financial Result Year Ended 31.03.2019 Year Ended 31.03.2018
Total Revenue 1,20,89,307 2,67,22,696
Less: Total Expenditure 1,03,54,961 2,63,72,467
Profit/ (Loss) before Tax 17,34,346 3,50,229
Less: Taxation 3,33,925 64,643
Profit/ (Loss) after Tax 14,00,421 2,85,586
Share of Profit/(Loss) transferred to Minority Interest (11,624) (7,412)
Profit/ (Loss) for the year 14,12,045 292998

Operating & Financial Performance

Revenue from operation as on 31st March, 2019 was Rs 1,09,78,662 in comparison to last years revenue i.e., Rs 2,65,58,063/Profit before taxation increased to Rs 17,57,808/- from Rs 3,65,186/- in 2018-19.

The Consolidated Gross revenues as on 31st March, 2019 was Rs 1,09,78,662 in comparison to last years revenue i.e., Rs 2,65,58,063/-. Profit before taxation increased to Rs 17,34,346/- from Rs 3,50,229/- in 2018-19.

Material Changes & Commitments

No material changes and commitments have occurred from the date of close of the financial year till the date of this Report, which affect the financial position of the Company.

Dividend

Your Directors do not recommend any dividend for the Financial Year ended on 31st March, 2019. Transfer to Reserves

The Board in its meeting held on May 29, 2019, proposes to carry an amount of Rs 284,777/- lacs to Statutory Reserve as per the existing provisions of the Companies Act, 2013 and rules there under read with the Reserve Bank of India Guidelines as applicable to the Company.

Deposits

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 outstanding on the date of the balance sheet.

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

Share Capital

The paid-up Equity Share Capital as on March 31, 2019 was Rs 129,805,000. During the year 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 impacting the status. However, there was a notice received by the company from BSE regarding issue related to shell companies and in this regard, Forensic Audit is under process.

Change in the Registered Office of the Company

During the year under review, the registered office of the Company was changed from Mercantile Building, Block E, 2nd Floor, Lal Bazaar Street, Kolkata - 700001 to "1, Crooked Lane, 3rd floor, Room no. 324, Kolkata - 700069 w.e.f. 14.04.2018 to manage the daily operations of the Company with more convenience.

Financial Liquidity

Cash and cash equivalent as on March 31, 2019was Rs 1, 01,330 (previous year Rs 58,46,214). The Companys working capital management is based on a well-organized process of continuous monitoring and controls.

Consolidated Financial Statements

The consolidated financial statements of the Company as on March 31, 2019 are prepared in compliance with the applicable provisions of the Companies Act, 2013, and per applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements together with the Auditors Report thereon form part of the Annual Report. The Net Worth of the consolidated entity as on March 31, 2019, stood at Rs 15,82,47,373/- against Rs 15,68,36,576/- at the end of the previous year.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Risk Management Policy

The Company has identified risk involved in respect to its financing and investing activities. It has also adopted the procedures / policies to minimize the risk and the same are reviewed and revised as per the needs to minimize and control the risk.

Directors and Key Managerial Personnel

Change in Director

The Board at its meeting held on 14th August, 2019 had re-appointed Mr. Rajeev Kothari (DIN: 00147196) as the Managing Director of the Company for a further period of three years.

Further, the existing term of Mr. Pradeep Kumar Agarwal (DIN: 00583450) would expire on the conclusion of ensuing Thirty-Fifth Annual General Meeting of the Company. The Board has recommended his re-appointment as an Independent Director of the Company for second term of 5(Five) consecutive years till the conclusion of Fortieth Annual General Meeting of the Company to be held for the Financial Year 2023-24.

Directors coming up for retirement by rotation

The Company had altered its article no. 163A of Articles of Association by passing a special resolution in the Extra-Ordinary General Meeting held on 18th July, 2019 pursuant 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, 2013, Mr. Jitendra Kumar Goyal (DIN: 00468744) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are/were the Key Managerial Personnel of the Company:

• Mr. Manoj Biyani, CFO (upto18.05.2018).

• Ms. Ritwika Dey, CFO (from 30.05.2018 to 31.07.2018).

• Mr. Manoj Biyani, CFO w.e.f. 17.04.2019.

• Ms. Pooja Kalanouria, Company Secretary & Compliance Officer(upto 28.05.2019).

• Ms Puja Shaw, Company Secretary & Compliance Officer (from 29.05.2019 to 05.07.2019).

• Mr. Rajeev Kothari, Managing Director (re-appointed with effect from 30.07.2019).

• Ms. Bhawna Gupta, Company Secretary and Compliance Officer w.e.f. 14th August, 2019.

Statement of Declaration given by Independent Directors

All the Independent Directors have furnished the requisite Declarations that they meet the Independence criteria as laid down under section 149(6) of the of the Companies Act,2013 read with the rules made thereunder and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meetings of Independent Directors

A separate meeting of the Independent Directors was held on 13th February, 2019. Mr. Jitendra Kumar Goyal was elected as the Lead Independent Director of the Company. Details of the separate meeting of the Independent Directors held and attendance of Independent Directors are provided in the Report on Corporate Governance forming part of this report.

Meetings of Board of Director

During the Financial Year 2018-19, five (5) meetings of the Board of Directors of the Company were held. The details of which are given in the Corporate Governance Report in Annexure-I. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 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 to him which inter- alia explains the role, function, and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the various compliances required from him as a Director under the various provisions of the Companies Act, 2013, Regulation 25 SEBI(Listing Obligation and Disclosures Requirement) Regulations,2015, SEBI (Prohibition of Insider Trading) Regulations 2011, the code of conduct of the company and other relevant regulations. The Director, upon appointment, is formally inducted to the Board. In order to familiarize the Independent Directors about the business drivers, they are updated through presentations at Board Meetings about the Financials of the Company and also about the new product launches. They are also provided booklets about the business and operations of the company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

Remuneration Policy of Director

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys Remuneration Policy is available on the Companys website at www.vll.co.in and forms a part of this Report of the Directors as Annexure-II.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, for the year ended on 31st March, 2019 and state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the 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 the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

All transactions entered with Related Parties during the financial year were on an arms length basis and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in Form AOC- 2 is not required. The Audit Committee reviews all the related party transactions quarterly. Further, the Company has not made any materially significant related party transactions with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. The policy on materiality of related party transaction and dealing with related party transaction as approved by the board may access on companys website at the link www.vll.co.in.

Your directors draw attention of members to notes to the Financial Statements which set out related party disclosures.

Performance Evaluation

The Nomination and Remuneration Committee (NRC) of your Company has formulated and laid down criteria for performance evaluation of the Board (including Committees) and every director (including Independent Directors and Chairman & Managing Director) pursuant to provision of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act,2013 and Regulation 19(4) read with Part D of Schedule II of SEBI Listing Regulations,2015 covering inter-alia the following parameters namely:

1. Board Evaluation- degree of fulfillment of key responsibilities; Board culture and dynamics.

2. Board Committee Evaluation-effectiveness of meetings; committee dynamics.

3. Individual Director Evaluation (including IDs)-contribution at Board Meetings.

Further, the Chairman and Managing Director is evaluated on key aspects of the role which includes inter-alia effective leadership to the Board and adequate guidance to the Management.

Board Evaluation

The Securities Exchange Board of India (SEBI) vide its circular No.

SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 5thJanuary, 2017 had issued a guidance note on Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of Directors, its Committees and the individual members of the Board.

Pursuant to the Evaluation Framework adopted by the Board, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2018-19. After the evaluation process was complete, the Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity and facing challenging operational, climatic and economic adversities during the year. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Regulations and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directors performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing Regulations and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

Whistle Blower Policy (Vigil Mechanism)

Your Company has formulated a codified Whistle Blower Policy incorporating the provision relating to Vigil Mechanism in terms of Section 177 of the Companies Act,2013 and Regulation 22 of SEBI Listing Regulations,2015 in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of your company and its stakeholders in any way.

Details of establishment of the Vigil Mechanism has been uploaded on the companys website www.vll.co.in and also set out in the Corporate Governance Report attached to this Boards Report.

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the BSE Limited. The Companys shares are compulsorily traded in the dematerialized form. The ISIN allotted is INE347L01014.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure-III and forms a part of the Directors Report.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Companys website www.vll.co.in. A declaration signed by the Managing Director of the Company with regards to its compliance forms part of this report.

All the Board Members, the Senior Management personnel and personnel one level below the Board have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

Internal Control Systems and Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal 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 which are given in the notes to the financial statements.

The provisions of section 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meeting of Board and its Powers) Amendment Rules, 2015 is exempted on your company as your Company is NBFC registered with RBI whose principal business inter alia includes financing activities.

Conservation of Energy, Technology Absorption

Since the Company does not own any manufacturing facility, being an Investment Company, the particulars relating to conservation of energy and technology absorption stipulated in the 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 2018-19 in Form No. MGT-9 as required 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.

Statutory Auditors

In the 34thAnnual General Meeting of the Company held on 28.09.2018, M/s C. K. Chandak & Co, Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years till the conclusion of 39thAnnual General Meeting of the Company. With the amendment of Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies (Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7th May, 2018, the ratification of the Auditors in each of the Annual General Meeting has been done away with and they would not be subject to ratification during continuation of in the office of the Auditors of the Company.

The Statutory Auditors Report of M/s C. K. Chandak & Co, Chartered Accountants does not contain any qualifications, reservations or adverse remarks. The Auditors Report is enclosed with the financial statements in this Annual Report.

Auditors Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the auditors certificate on corporate governance is enclosed as Annexure-V to the Boards report. The auditors certificate for year 2018-19 does not contain any qualification, reservation or adverse remark.

Frauds reported by the Auditors

No fraud is reported by the Auditors of the Company for the year under review.

Secretarial Auditor

The Board had appointed Mr. Anand Khandelia, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the financial year 2018-19 under the provisions of Section 204 of the Companies Act, 2013. The Secretarial 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 provisions listed under 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 adverse remark.

Subsidiary / Joint Ventures / Associates

As on March 31, 2019, 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 prepared its consolidated financial statements, which forms part of this annual report. Pursuant to the provision of section 129(3) of the Companies Act, 2013, a separate statement containing the salient features of the subsidiary companies in the prescribed form AOC-1 is also included in the Board Report and is attached as Annexure-VII. The accounts of the subsidiary 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 be available at the website of the Company namely www.vll.co.in. and kept open for inspection at the registered office of the Company.

Internal Auditor

M/s. Rishi Agarwal & Co., Chartered Accountants, was appointed as the Internal Auditor of the Company for the Financial Year 2018-19.

RBI Guidelines for Non-Banking Financial Companies

The Company has observed all the prudential norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies 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 requirements of 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. The Company has also constituted Internal Complaints Committee as required under the Act. During the year under review, no complaints with allegations of sexual harassment were filed. Disclosure in relation to this Act is given in the section Corporate Governance Report.

Prevention of Insider Trading

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. All Directors, employees and other designated persons, who could have access to unpublished price sensitive information of the Company, are governed by this Code.

The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. 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. Manoj Biyani, 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 to this report.

Cost Records and Cost Audit

The provisions of cost records and cost audit as specified by the Central Government under Section 148 of the Companies Act, 2013 are not applicable to the Company.

General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following 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 its own shares by employees or by trustees for the benefit of employees.

• There was no revision in the Financial Statements.

Secretarial Standards

The Company has complied with Secretarial Standards to the extent applicable issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support. The Board expects to receive their continuous support in future also.

For and on behalf of the Board of Directors
Place: Kolkata (Rajeev Kothari) (Jitendra Kumar Goyal)
Date: 14.08.2019 Managing Director Director
DIN 00147196 DIN 00468744