Your directors' take pleasure in presenting the 41st (Forty First) Annual Report of the Company along
with the Audited Financial Statements for the financial year ended as on 31st March, 2025.
FINANCIAL PERFORMANCE (Rs in '000)
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Particulars
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Year ended as on
31st March, 2025
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Year ended as on
31st March, 2024
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Total Income
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9319.69
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8,751.51
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Total Expenses
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12290.04
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9,847.09
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Profit or Loss before Exceptional Extraordinary items
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(2970.35)
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(1,095.58)
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Profit or Loss before tax
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(2970.35)
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(1,095.58)
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Less: Tax Expenses
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46.80
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213.83
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Profit or Loss after Tax
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(3017.15)
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(1,309.41)
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Other Comprehensive Income
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464.60
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61.66
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Total Comprehensive Income
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(2552.55)
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(1,247.75)
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EPS (Basic & Diluted)
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(0.23)
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(0.10)
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STATE OF COMPANY’S AFFAIRS
During the year under review, your company recorded a total income of Rs. 9319.69 (in thousands) as
compared to Rs. 8,751.51 (in thousands) in the previous financial year. However, the performance of
the Company was not satisfactory when compared to last year. The loss for the same period stood at
Rs. 3017.15 (in thousands) as compared to Rs. 1,309.41 (in thousands) in the previous financial year.
CHANGE IN NATURE OF 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 single business segment i.e., Investment and
Finance. The analysis on the performance of the industry, the Company, internal control systems, risk
management are presented in the Management 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, 2025 was Rs. 1,29,805.00 (in thousands). 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 and Debentures) 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 Debenture Rules, 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 Debenture Rules, 2014), the Company
has not issued any Employee Stock Options.
DIVIDEND
Your directors have not recommended any dividend for the year under review.
Transfer of unpaid&unclaimed Dividends & Shares to Investor Education and Protection Fund (IEPF)
Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there
was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to
Investor Education and Protection Fund.
RESERVES
In view of losses incurred by the Company, your directors have not proposed to transfer any amount
to Statutory Reserves.
MATERIAL CHANGES AND COMMITMENT
There are no material changes or commitments that took place after the close of financial year till
date which will have any material or significant impact on the financials of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
Particulars as prescribed under Sub-Section 3(m) of Section 134 of the Companies Act, 2013 read
with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservation and technology
absorption is not applicable to the Company.
During the year under review, there was no inflow or outflow of foreign exchange.
RISK MANAGEMENT
The Company has a risk management framework comprising risk governance structure and defined
risk management process. The risk governance structure of the Company is a formal organization
structure with defined roles and responsibilities for risk management. The risks existing in the
internal and external environment are periodically identified and reviewed, based on which, the cost
of treating risks is assessed and risk treatment plans are devised.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable on the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company being a Non-Banking Financial Company (NBFC), the provisions 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 year were on an arm's length basis
and were in ordinary course of business and the provision of Section 188 of the Companies Act, 2013
are not attracted. There are no materially significant related party transactions during the period
under review made by the Company with Promoters, Directors or other designated person which
may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-
2 is not required. However, details of all related party transactions are given in Notes to Financial
Statements for the financial year ended as on 31.03.2025.
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 Stakeholders' Relationship Committee are constituted in
accordance with Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"], wherever applicable. The
details are provided in Corporate Governance Report which forms the part of the Annual Report.
Appointment/Re-appointment
Mrs. Ritu Agarwal was appointed as the Non-Executive Independent Director of the Company w.e.f.
09.11.2020 for a period of five consecutive years and her tenure is expiring at the ensuing Annual
General Meeting. Therefore, it is proposed to re-appoint her for a further tenure of five consecutive
years w.e.f. 1st September, 2025 pursuant to approval of Members at the ensuing Annual General
Meeting.
Further, on recommendation of the Nomination & Remuneration Committee, the Board has
appointed Mr. Vidhu Bhushan Verma (DIN: 00555238) as an Additional Non-Executive Independent
Director w.e.f. 30.08.2024. His appointment was further regularized as Non-Executive Independent
Director Annual General Meeting held on 27th September, 2024
His appointment was further regularized as Non-Executive Independent Director Annual General
Meeting held on 27th September, 2024.
Cessation/Resianation
Pursuant to the provisions of the Companies Act, 2013, since the second term of Mr. Pradeep Kumar
Agarwal (DIN: 00583450) as Non-Executive Independent Director has expired at the Annual General
Meeting held on 27th September, 2024, he has tendered his resignation from the office of director.
Further, the Board has accepted his resignation at their meeting held on 30th August, 2024.
Retirement by Rotation
Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of
Directors (excluding independent directors) shall be liable to retire by rotation.
The Independent Directors hold office for a fixed term of not exceeding five years from the date of
their appointment and are not liable to retire by rotation.
Accordingly, Mr. Jitendra Kumar Goyal (DIN: 00468744), Director, liable to retire by rotation, retires
from the Board this year and, being eligible, has offered himself for re-appointment.
The brief resume and other details relating to Mr. Jitendra Kumar Goyal who is proposed to be re¬
appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the notice calling
ensuing Annual General Meeting.
Meetings of the Board & Committees:
The details of Board and Committee Meetings held during the Financial Year ended on 31st March,
2025 and the attendance of the Directors are set out in the Corporate Governance Report which
forms part of this report. The maximum time gap between any two Board Meetings was not more
than 120 days as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
The details of meeting of Independent Directors are set out in the Corporate Governance Report
which forms part of this report.
Declaration by Independent Directors
The Company has received requisite declarations/ confirmations from all the Independent Directors
confirming their independence as per provisions of the Companies Act, 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 (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated a programme for familiarizing the
Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company etc. through various initiatives.
Further, at the time of appointment of an Independent Director, the company issues a formal letter of
appointment outlining his/ her role, function, duties and responsibilities as a director. The details of
programmes for familiarization for Independent Directors are available on the website of the
Companywww.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 of Directors has carried out an annual
evaluation of its own performance, board committees and individual directors. The details are
provided in Corporate Governance Report which forms the part of the Annual Report.
Directors' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state
that:
a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) the directors had 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 / loss of the
company for that period;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
There were no such instances during the period under review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism
to the Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It aims to provide an
avenue for employees through this policy to raise their concerns on any violation of legal or
regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial
statements and reports. It also provides for direct access to the Chairman of the Audit Committee.
The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's website
www.vll.co.in.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board, on the
recommendation of the Nomination and Remuneration Committee, has framed a Nomination and
Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial
Personnel including criteria for determining qualifications, positive attributes and independence of
Directors. The policy has been duly approved and adopted by the Board, pursuant to the
recommendations of the Nomination and Remuneration Committee. The Remuneration Policy has
been uploaded on the Company's website www.vll.co.in. Further the salient features of the policy
are given in the Report of Corporate Governance forming part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025 in Form 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 Company atwww.vll.co.in.
SUBSIDIARIES, JOINT 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 Venture or Associate during the Financial
Year 2024-25.
DEPOSITS
During the year under review, your Company has neither accepted nor renewed any deposits from
public within the meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Company has laid down an adequate system of internal controls, policies and procedures for
ensuring orderly and efficient conduct of the business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial disclosures.
The current system of internal financial control is aligned with the statutory requirements.
Effectiveness of internal financial control is ensured through management reviews, controlled self¬
assessment and independent testing by the Internal Auditor.
AUDIT AND ALLIED MATTERS
Statutory Auditor
M/s Surajit Roy and Associates, (FRN 326099E), Chartered Accountants, was appointed as Statutory
Auditors of the Company at the Board Meeting held on 30th August, 2024 which was regularized at
the 40th Annual General Meeting held on 27th September, 2024 for a period of 1 (one) financial year
i.e., 2024-25 in order to fill the casual vacancy occurred due to resignation tendered by M/s Ghosh &
Basu LLP, (FRN E300013) Chartered Accountants, due to the developments in the Audit Firm (M/s
Ghosh & Basu LLP) and they shall hold office till the conclusion of ensuing Annual General Meeting at
such remuneration as may be decided by the Board in consultation with the Statutory Auditors.
Therefore, at the Board Meeting held on 1st September, 2025, since the term of the existing
Statutory Auditors shall expire at the ensuing Annual General Meeting, the directors propose to re¬
appoint M/s Surajit Roy and Associates, (FRN 326099E), Chartered Accountants as their Statutory
Auditors for a period of five consecutive financial years and who shall be eligible to hold office from
the conclusion of ensuing Annual General Meeting till the conclusion of 46th Annual General Meeting
to be held in the year 2029.
The Statutory Auditors Report to the Members for the year ended 31st March, 2025 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 period under review.
Internal Auditor
As recommended by the Audit Committee, the Board of Directors had re-appointed M/s. Srimal Jain
& Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25 to
conduct internal audit of the Company and their 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, 2013 read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had
re-appointed Mr. Rajesh Ghorawat, Company Secretary in Practice, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report for the Financial Year 2024-25 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 by the Central Government under
sub-secfion (1) of Section 148 of the Companies Act, 2013.
CORPORATE GOVERNANCE
The Company adheres to follow the best corporate governance. As per Regulafion 34 read with
Schedule V (C) of SEBI (Lisfing Obligations and Disclosure Requirements) Regulations, 2015, a Report
on Corporate Governance along with a cerfificate received from the Statutory Auditors confirming
compliance is annexed and forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators or Courts or Tribunals during
the year under review impacfing the going concern status and the operafions of the Company in
future.
RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES
The Company has observed all the prudenfial norms prescribed by the Reserve Bank of India. The
Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudenfial
Norms (Reserve Bank) Direcfions, 2015 is annexed herewith.
DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy in line with the requirements of The Sexual Harassment of Women
at Workplace (Prevenfion, Prohibifion & Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this Policy. There were nil
complaints received during the year under review.
During the year under review, no complaints with allegafions of sexual harassment were received by
the Company.
The Company has complied with provisions relafing to the consfitufion of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevenfion, Prohibifion and
Redressal) Act, 2013.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, confinuity of salary and service during the leave period and post¬
maternity support such as nursing breaks and flexible return-to-work opfions, as applicable. The
Company remains committed to fostering an inclusive and supporfive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.
REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES
The disclosures pertaining to remunerafion and other details as required under Secfion 197 of the
Act read with the Companies (Appointment and Remunerafion of Managerial Personnel) Rules, 2014
is attached as 'Annexure- B' forming part of this report.
OTHER DISCLOSURES
Secretarial Standards:
The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with
respect to convening of Board Meetings and General Meetings during 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 proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.
APPRECIATION & ACKNOWLEDGEMENT
The Board of Directors place on record sincere gratitude and appreciation for all the employees at all
levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys
its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business
associates, regulatory and government authorities for their continued support.
For and on behalf of the Board
M/s Virat Leasing Limited
sd/- sd/-
Rajeev Kothari Jitendra Kumar Goyal
Place: Kolkata Managing Director Director
Date: 01.09.2025 DIN: 00147196 DIN: 00468744
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