Mar 31, 2015
The directors have pleasure in presenting their Thirty First 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, 2015.
Financial Highlights (Standalone and Consolidated)
During the year under review, performance of your company as under :
(in Rs.)
Financial Result Year Ended
31.03.2015 Year Ended
31.03.2014
Total Revenue 9203894 5033941
Less: Total Expenditure 8892289 4679086
Profit before Tax 311605 354855
Less: Taxation 140289 67617
Profit After Tax 171316 287238
Transfer to Statutory Reserve 34263 57448
Transfer from/(to) Contingent
provisions against Standard Assets 148563 (174155)
Balance brought forward from Previous Year 1136333 732388
The consolidated performance of the group as per consolidated financial
statements is as under:
(in Rs.)
Financial Result Year Ended
31.03.2015 Year Ended
31.03.2014
Total Revenue 15768364 5520458
Less: Total Expenditure 15338497 4963716
Profit before Tax 429867 556742
Less: Taxation 180450 106087
Profit after Tax 249417 450655
Share of Profit/(Loss) transferred
to Minority Interest 10830 36195
Profit for the year 238587 414460
Operating & Financial Performance
Gross revenues increased to Rs. 9203894/- a growth of around 82.84%
against Rs. 5033941/- in the previous year. Profit before taxation was
Rs. 311605/- against Rs. 354855/- in the previous year. The percentage
of profit has decreased by 12.19% due to onetime exceptional
expenditure towards Initial Listing Fees & Merchant Bankers Fees. After
providing for taxation of Rs.140289/- & Rs. 67617/- respectively, the
net profit of the Company for the year under review was placed at Rs.
171316/- as against Rs. 287238/- in the previous year.
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 going concern status and the
Company's operations in future.
Material Changes & Commitments occurring after the end of Financial
Year
Your Company has received the trading approval from BSE Limited vide
letter no. DCS/DL/AC/TP/269/2015-16 dated 29th May, 2015 and the shares
of the Company will be listed and open for trade on the exchange w.e.f
2nd June, 2015. No other material changes and/or commitments affecting
the financial position of the Company occurred between the end of the
financial year to which the attached financial statements relate to and
upto the date of this report.
Subsidiary / Joint Ventures / Associates
As on March 31, 2015, the Company had six Indian subsidiaries. There
has been no change in the number of subsidiaries during the year under
review. In accordance with Section 129(3) of the Companies Act, 2013,
the Company has prepared a consolidated financial statement of the
Company and all its subsidiary companies, which is forming part of the
Annual Report. A statement containing salient features of the
financial statements of the subsidiary companies in the prescribed
format, AOC 1 is also included in the Board Report as Annexure 1. In
accordance with third proviso of Section 136(1) of the Companies Act,
2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed on
the website of the Company, www.vll.co.in. Further, as per fourth
proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the
Company at www.vll.co.in.
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.
Dividend
Your Directors do not recommend any dividend for the Financial Year
ended on 31st March, 2015.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.
12,98,05,000. During the year under review the company has not issued
any shares or any convertible instruments.
Risk Management
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. The Board members were informed about risk assessment and
after which the Board formally adopted and implemented the necessary
steps for monitoring the risk management plan for the company.
Board of Directors
In accordance with the provisions of Companies Act, 2013 Ms. Pooja
Agarwalla (DIN: 06961133), Director of the Company retires by rotation
and being eligible offers herself for re-appointment.
At the 30th Annual General Meeting of the company held on 29th
September, 2014 the Company had appointed Mr. Jitendra Kumar Goyal (DIN
00468744), Mr. Akash Shaw (DIN 06865152) and Mr. Pradeep Kumar Agarwal
(DIN 00583450) as independent directors under the Companies Act, 2013
for 5 consecutive years for a term up to September, 2019.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
Meetings of Board and Audit Committee
During the Financial Year 2014-15, ten (10) meetings of the Board of
Directors of the Company and four (4) Audit Committee meetings were
held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
Remuneration Policy
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 Company's Remuneration
Policy is available on the Company's website at www.vll.co.in and forms
a part of this Report of the Directors as Annexure 2.
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, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on 31.03.2015 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 this Act 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 and in the ordinary course
of business. There are no material significant related party
transactions made by the Company during the year that would have
required shareholder approval under Clause 49 of the Listing Agreement.
All related party transactions are reported to the Audit Committee.
Prior approval of the Audit Committee is obtained on a yearly basis for
the transactions which are planned and/ or repetitive in nature and
omnibus approvals are taken within limits laid down for unforeseen
transactions. The disclosure under Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014
is not applicable. The Policy on Related Party transactions as approved
by the Board has been uploaded on the Company's Website and may be
accessed at the link http://vll.co.in/related-party-policy.
The details of the transactions with related parties during 2014-15 are
provided in the accompanying financial statements.
None of the Directors had any pecuniary relationship or transactions
with the Company during the year under review.
Key Managerial Personnel
Mr. Rajeev Kothari, Managing Director & Ms. Sangita Agarwal, Company
Secretary were formally appointed as Key Managerial Personnel of the
Company in compliance with the provisions of Section 203 of the
Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Committees.
Corporate Governance
Report on Corporate Governance along with the certificate thereon as
obtained from M/s. S. K. Rungta & Co., Chartered Accountants is
separately attached here and forms a part of the Directors' Report.
Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy which is available on
the Company's website www.vll.co.in
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 (w.e.f
30.05.2015) & Delhi Stock Exchange Limited. The ISIN allotted is
INE347L01014.
Statutory Audit
M/s. S. K. Rungta & Co., Chartered Accountants (FRN: 308081E), Kolkata,
were appointed as Statutory Auditors of the Company from the conclusion
of the Annual General Meeting held on 29.09.2014 until the conclusion
of 33rd Annual General Meeting to be held in the year 2017. The Company
has received a certificate from the above Auditors to the effect that
if they are reappointed, it would be in accordance with the provisions
of Section 141 of the Companies Act, 2013. Their continuance of
appointment and payment of remuneration are to be confirmed and
approved in the ensuing Annual General Meeting. The Independent
Auditors Report does not contain any qualifications, reservation or
adverse remark or disclaimer.
Secretarial Audit
Mr. Anand Khandelia, Practicing Company Secretary was appointed to
conduct the secretarial audit of the Company for the financial year
2014-15, as required under Section 204 of the Companies Act, 2013 and
Rules there under. The Secretarial Audit Report for Financial Year
2014-15 forms a part of the Director Report as Annexure 3. The Report
submitted by the auditor contains a reverse remark regarding not
appointing any Chief Financial Officer (CFO) u/s 203 of the Companies
Act, 2013 during the said financial year.
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.
Deposits
The Company being a Non Deposit Accepting NBFC, has not accepted any
public deposits and as such, no amount on account of principal or
interest on public deposits was outstanding as on the date of the
balance sheet.
Loans, guarantees and investments
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013 as it is exempted
from the applicability of the provision of Section 186 of the Companies
Act, 2013 read with Rule 11 of the Companies (Meeting of Board and its
Powers) Amendment Rules, 2015 as your Company is NBFC registered with
RBI whose principal business inter alia includes financing of
companies. The details of the investments made by the Company are given
in the notes to the financial statements.
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 details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure 4 and forms a part of the
Directors' Report.
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 5 and forms a part of the Directors' Report.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
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.
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.
For and on behalf of the Board of Directors
Rajeev Kothari Jitendra Kumar Goyal
Place: Kolkata Managing Director Director
Date : 30/05/2015 (DIN 00147196) (DIN 00468744)
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