Virat Leasing Ltd Directors Report.

To,

The Members,

Your directors have pleasure in presenting their Thirty Sixth Annual Report on the business and operations of Virat Leasing Limited (the "Company") together with the Audited Financial Statement for the Financial Year ended 31st March, 2020.

Financial Results

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

Standalone

Consolidated

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019* Year Ended 31.03.2020 Year Ended 31.03.2019*
Revenue from Operations 8384.41 8315.58 8384.41 8315.58
Other Income 195.58 84.22 195.58 84.22
Total Income 8579.99 8399.80 8579.99 8399.80
Total Expenses 6955.04 7744.42 6956.10 7767.88
Profit before Exceptional items 1624.95 655.38 1623.89 631.92
and tax Exceptional items (25.03) - - -
Profit Before Tax 1599.93 655.38 1623.89 631.92
Current Tax 255.77 333.93 255.77 333.93
Deferred Tax 159.41 (39.05) 159.41 (39.05)
Profit for the Year 1184.74 360.51 1208.71 337.05
Profit for the Year attributable to:
- Owners of the Company - - 1208.71 348.67
- Non-Controlling Interests - - - (11.63)
Other Comprehensive income 1649.82 (1394.63) 1649.82 (1394.63)
Total Comprehensive Income 2834.56 (1034.12) 2858.53 (1057.59)

* Previous Year figures have been recast/restated Emergence of COVID-19

Towards the end of the Financial Year, the World Health Organization (WHO) declared COVID-19 a pandemic and the outbreak, which infected millions, has resulted in deaths of a significant number of people globally. COVID- 19 having an unprecedented impact on people and Economies Worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation. Companys capital and Financial resources are well placed but there is an adverse effect due to the COVID-19 Pandemic. The Company has also implemented stringent cost control measures to conserve cash to address any evolving situation resulting from the pandemic. The Company does not foresee any significant challenges in realizing Financial/recovering its assets.

The Ministry of Home Affairs, Government of India on March 24, 2020 notified the first nationwide lockdown in India to stop the spread of the outbreak of Covid-19 pandemic. The operations were disrupted at certain level of the Company; however, the company is closely monitoring the emerging situation arising out of COVID-19 and resultant restrictions imposed by the regulatory authorities. It is possible neither to foresee the duration for which this pandemic will last, nor predict its course. Nevertheless, the company is making every effort to ensure that the after effects are dealt with. In view of the prevailing uncertainty, no precise estimation can be made about overall impact of this pandemic.

The Company operates its business in conformity with the highest ethical and moral standards and employee centricity. In view of the outbreak of the pandemic, the Company undertook timely and essential measures to ensure the safety and well-being of its employees. The office-based employees were allowed to work from home by providing adequate digital and other assistance. The Company observed all the government advisories and guidelines thoroughly and in good faith.

Operating & Financial Performance

The Companys Standalone Revenue from operation for the Financial Year 2019-20 was Rs. 83,84,413.00/- over the Previous Years Revenue of Rs. 83,15,583.00/-. The Companys Profit before Taxation on a Standalone Basis was Rs. 15,99,927.00/- during the year compared to Rs. 6,55,382.00 in 2019-20.

The Consolidated Revenue from Operation for the Financial Year 2019-20 was Rs. 83,84,413.00/- compared to Rs. 83,15,583.00/- in the Previous Year. The Companys Profit Before Taxation on a consolidated basis was Rs. 16,23,889.00/- during the year compared to Rs. 6,31,920.00/- 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 position of the Company, which have occurred between the end of the Financial year of the company and the date of this report.

Dividend

Your Directors do not recommend any dividend for the Financial Year ended on 31st March, 2020.

Transfer to Reserves

The Board in its meeting held on July 31, 2020, proposes to carry an amount of 2,36,950/- 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.

The Board of Directors have decided to retain the entire amount of profits for the Financial 2019-20 in the Profit and Loss Account.

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, 2020 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 affecting 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.

Financial Liquidity

Cash and cash equivalent as on March 31, 2020 was Rs 1,96,449/- (previous year Rs 1, 01,330). The Companys working capital management is based on a well-organized process of continuous monitoring and controls.

Subsidiary/Joint Ventures/Associates:

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 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-I. 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.

Disinvestment in Subsidiary

The subsidiary of the Company i.e., Icon Commotrade Limited was converted to Limited Liability Partnership (LLP) on 31.05.2018. During the period under review the company has disposed its investments made in its Subsidiary Company i.e. Icon Commotrade LLP (Icon Commotrade Limited) w.e.f. 31st March, 2020.

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 on the website of the Company namely www.vll.co.in and kept 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 the Companies Act, 2013 ("the Act") read with the Rules issued thereunder (as amended from time to time), the Consolidated Financial Statement of the Company for the Financial Year 2019-20 have been prepared in compliance with applicable Indian Accounting Standards and on the basis of Audited Financial Statement of the Company and its subsidiaries, as approved by the respective Board of Directors. The Consolidated Financial Statement 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 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

 

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 ExtraOrdinary 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, Shri Rajeev Kothari (DIN: 00147196) retires by rotation at the ensuing Annual General Meeting 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 with The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are/were the Key Managerial Personnel of the Company during the year under review.

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

• Miss. Pooja Kalanouria, Company Secretary & Compliance Officer up to 28.05.2019.

• Miss Puja Shaw, Company Secretary & Compliance Officer w.e.f. 29.05.2019 to 05.07.2019.

• Miss Bhawna Gupta, Company Secretary & Compliance Officer w.e.f. 14.08.2019 to 29.02.2020

• Mr. Brij Mohan Jha, Company Secretary w.e.f. 13.07.2019

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

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, 2020. Mr. Pradeep Kumar Agarwal 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 2019-20, six (6) meetings of the Board of Directors of the Company were held. The details of which are given in the Corporate Governance Report in Annexure-II. The intervening gap between the Meeti ngs was within the period prescribed under 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 to him which inter-alia explain the role, function, and responsibilities expected of him as a Director of the Company. The Director were 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 .

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 and 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.

Directors Responsibility Statement

Based on the framework of internal Financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal Financial controls over Financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal Financial controls were adequate and effective during the Financial year 2019-20.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm 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 Related Party Transactions that were entered into during the Financial year were on an arms length basis, in the ordinary course of business and complies with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, and Key Managerial Personnel, which may have a potential conflict 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 are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any.

The Company has adopted a Related Party Transact ons Policy. The Policy, as approved by the Board, is uploaded on the Companys 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 arms length and in the ordinary course of business and the Company did not enter into any material transaction with any related party and hence, Form AOC-2 does not form part of this report.

The details of the transactions with Related Parties are provided in the accompanying Financial Statements.

Annual Evaluation of Board Performance and Performance of Its Committees and Of Individual Directors:

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors of the Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, the effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of the relationship between the Board and the management. Similarly, views from the Directors were also sought on the performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition, the effectiveness of meetings, Committee dynamics and quality of the relationship of the Committee with the Board and the Management. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Independent Directors who also reviewed the performance of the Board as a whole carried out the performance evaluation of the Non-Independent Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the individual Directors.

Vigil Mechanism/Whistle Blower Policy:

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 about 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 of companies.

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 2019-20 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 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 auditors of the Company for a period of five years until the conclusion of 39th Annual 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 2019-20 does not contain any qualification, reservation or adverse remark.

Frauds reported by the Auditors

The Auditors of the Company report no fraud for the year under review.

Secretarial Auditor

The Board had appointed Mr. Rajesh Ghorawat, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial year 2019-20 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 has proper board processes and compliance mechanism. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

M/s. Rishi Agarwal & Co., Chartered Accountants, was appointed as the Internal Auditor 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 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 of ICSI:

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, copouatafl torabilimieBb eFfeofd&ftjcoTDpanyfPi their valuable guidance and support. The Board expects to receive their continuous support in future also.

(Rajeev Kothari) (Jitendra Kumar Goyal)
Place: Kolkata Managing Director Director
Date: 09/11/2020 DIN 00147196 DIN 00468744