To the Shareholders,
Your Directors take pleasure in presenting the 44th Annual Report on the business and
operations of your Company along with the audited standalone financial statements for the
year ended 31st March, 2025.
COMPANY OVERVIEW
Rita Finance and Leasing Limited was originally incorporated under Companies Act, 1956
with name of Rita Holdings Limited on 19th May, 1981. The Company's shares was listed on
BSE and MSEI i:e Metropolitan Stock Exchange of India Limited on 13th March, 2015 and
registered with Reserve Bank of India as an non banking financial Company bearing
registration number 14.01024 on 10th August, 1998.
FINANCIAL PERFORMANCE OF THE COMPANY
The Company's financial results are as under:
(Rs. in 000)
Particular |
Current Year 2024-25 |
Previous Year 2023-24 |
| Revenue from Operations |
10284.25 |
10798.01 |
Total revenue (including other income) |
360.00 |
12711.78 |
Total Expenses: |
|
|
Profit before tax |
6485.34 |
6170.36 |
| Tax Expenses: |
|
|
| Less: Current tax |
453.97 |
1638.77 |
| : Deferred tax |
0 |
3.80 |
| : Earlier year tax adjustment |
0 |
20.73 |
Profit after tax |
6031.38 |
4507.06 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The total revenue from operations of your Company for the year ended March 31, 2025
stood at ^10,284.25 thousand as compared to ^10,798.01 thousand in the previous year ended
March 31, 2024. Including other income, the total revenue amounted to ^10,644.25 thousand
during FY 2024-25 as against ^12,711.78 thousand in FY 2023-24. The Profit before Tax for
the year under review was ^6,485.35 thousand as compared to ^6,170.36 thousand in the
previous year. The Profit after Tax for the year ended March 31, 2025 stood at ^6,031.38
thousand as compared to ^4,507.07 thousand in the previous year. After accounting for
other comprehensive income, the total comprehensive income for FY 2024-25 was ^6,031.38
thousand as compared to ^1,590.74 thousand in FY 2023-24.
STATE OF COMPANY'S AFFAIRS
With the expected positive momentum in the Indian economy, the Company is focused on
growth and achieving profitability along with a renewed commitment to customer service.
Innovations, investment and positive modifications are expected in the near future,
boosting the Company's revenue. Together with forward looking strategy, the Company is
also focusing extensively on expanding the business and operational improvements through
various strategic projects for operational excellence.
RESERVES
Your Company has transferred an amount to general reserve out of the profits of the
year.
RBI GUIDELINES
The Company continues to fulfill all the norms and standards laid down by the Reserve
Bank of India for the NonBanking Financial Company.
CHANGE IN REGISTERED OFFICE
The Registered office of the company has been shifted from D-328, Basement Floor,
Defence Colony , New Delhi-110024 to 325, IIIrd Floor, Aggarwal Plaza, Sec-14, Rohini,
Delhi-110085 w.e.f 27th July, 2024.
DIVIDEND
The Company needs further funds to enhance its business operations, to upgrade the
efficiency and to meet out the deficiencies in working capital. The Directors, therefore,
do not recommend any dividend on Equity Shares for the financial year 2024-25.
SHARE CAPITAL
As on 31st March, 2025, authorized share capital of the company is '10,00,00,000/-
(Rupees Ten crore rupee only) divided into 100,00,000 (One Crore) equity shares of ' 10/-
(rupees ten) each. There was change in the authorized capital of the company during the
year.
As on 31st March, 2025, paid up share capital of the company is '10,00,00,000/- (Rupees
Ten crore rupee only) divided into 100,00,000 (One Crore)equity shares of ' 10/- (rupees
ten) each.
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
under Section 73 of the Companies Act, 2013 and rules made there under. There is no
unclaimed or unpaid deposit lying with the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
As being an NBFC, company's main objects is to provide loans or advances, invest, buy,
sell, transfers or deal in securities of any company, Government or local authority.
Hence, the Company does not fall under the purview of the provisions of Section 186 of the
Companies Act, 2013 and rules made there under.
LISTING OF EQUITY SHARES OF THE COMPANY
As on 31stMarch, 2025 company's all 100,00,000 equity shares of ' 10/- each are listed
on Metropolitan Stock Exchange of India Limited and BSE Limited .
The equity shares of our company are listed on BSE on dated 27/01/2021.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There is no material change which may affect the financial position of the Company
between the financial year and up to the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
CREDIT RATING
The Directors of the Company are pleased to report that the Company has membership
Certificate from all four CICs i.e. Credit Information Bureau (India) Limited (CIBIL),
Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information
Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of the activities carried out by the Company, Section 134(3)(m)
of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014
relating to conservation of energy and technology absorption, are not applicable to the
Company. However, the Company makes all efforts towards conservation of energy, protection
of environment and ensuring safety. During the year under review, the Company had no
earnings and expenditure in foreign exchange.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details, as required under Section
197(12) of the Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,are given in "Annexure A" of
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed Management Discussion and Analysis Report has been appended
separately, aregiven in "Annexure B"of this Report.
CORPORATE GOVERNANCE
Since, the paid- up capital of the Company is less than or equal to 10 Crores and Net
worth is less than 25 Crores, the provisions of the Corporate Governance as stipulated
under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable to the Company. However, your Company has made every
effort to comply with the provisions of the Corporate Governance and to see that the
interest of the Shareholders and the Company are properly served. It has always been the
Company's endeavor to excel through better Corporate Governance and fair & transparent
practices, many of which have already been in place even before they were mandated by the
law of land.
The management of Company believes that it will further enhance the level of Corporate
Governance in the Company.
SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.
RISK MANAGEMENT
While the business risk associated with operating environment, ownership structure,
Management, System & Policy, the financial risk lies in Asset Quality, Liquidity,
Profitability and Capital Adequacy. The company recognizes these risks and makes best
effort to mitigate them in time. Risk Management is also an integral part of the Company's
business strategy.
Business Risk Evaluation and Management is an ongoing process within the Organization.
The Company has a robust risk management framework to identify, monitor and minimize risk
as also identify business Opportunities.
INTERNAL CONTROL SYSTEMS
The Company's Internal Control System is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations. The internal control system is supported by an
internal audit process for reviewing the adequacy and efficiency of the Company's internal
controls, including its systems and processes and compliance with regulations and
procedures.
HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Board of Directors
As on March 31, 2025, your Board comprised of 6 (Three) Directors which includes two
non-executive directors (including women director) and Four independent directors. Your
Directors on the Board possess experience, competency and are renowned in their respective
fields. All Directors are liable to retire by rotation except Independent Directors whose
term of 5 consecutive years was approved by the Shareholders of the Company in the Annual
General Meeting.
During the year under review following event took place:
• Appointment of Mr. Mahesh Anand Dhanavade (DIN: 07782425) as Additional
(Non-Executive, Independent) Director w.e.f. September 04, 2024.
• Appointment of Mr. Mukesh Laxman Sharma (DIN: 05242810) as Additional
(Non-Executive, Independent) Director w.e.f. September 04, 2024.
• Appointment of Mr. Sandipbhai Patel (DIN: 10849576) as Additional
(Non-Executive, Independent) Director w.e.f. November 26, 2024.
• Appointment of Mrs. Harshita Kanishka Tiwari (DIN: 10849670) as Additional
(Non-Executive, Independent) Director w.e.f. December 04, 2024.
• Mrs. Meenu Jain (DIN: 07072779) resigned as Independent Director of the Company
w.e.f. December 04, 2024,
Key Managerial Personnel
As on March 31, 2025, following members holds the position of Key Managerial Personnel
are:
• Mrs. Rashi Singhal Company Secretary & Compliance Officer
• Appointed Ms. Anita Chougule (M. No. A47929) as Company Secretary &
Compliance Officer w.e.f. February 10, 2025.
• Appointment of Mr. Suhas Somkant Niphadkar (PAN: AACPN1489N) as Chief Financial
Officer (CFO) and Key Managerial Personnel (KMP) w.e.f. October 14, 2024.
Board Evaluation
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the board meeting that followed the meeting of the
independent directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the independent director being evaluated.
Declaration given by Independent Directors
Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies
(Appointment and Qualifications of Directors) Rules, 2014, the Company has received
declarations from all the Independent Directors of the Company confirming that they meet
the 'criteria of Independence' as prescribed under Section 149(6) of the Companies Act,
2013 and have submitted their respective declarations as required under Section 149(7) of
the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Familiarisation Programme
The Company has put in place an induction and familiarisation programme for all its
Directors including the Independent Directors.
Directors' Appointment and Remuneration Policy
The Company's policy on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other
matters provided under sub section (3) of Section 178 of the Companies Act, 2013, as is
adopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration of
Directors on the Board. As per such policy, candidates proposed to be appointed as
Directors on the Board shall be first reviewed by the Nomination and Remuneration
Committee in its duly convened Meeting. The Nomination and Remuneration Committee shall
formulate the criteria for determining the qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
Remuneration for the Directors, Key Managerial Personnel and other employees. The
Nomination and Remuneration Committee shall ensure that?
a) The level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
c) Remuneration to directors and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the
working of the company and its goals. During the year under review, none of the Directors
of the company receive any remuneration.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm
that:
(a) in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) 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;
(c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities;
(d) the directors have prepared the annual accounts for the financial year ended March
31, 2025, on a going concern basis;
(e) 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
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
MEETINGS
Board Meetings
The Board of Directors of the Company met Nine (09) times during the financial year
2024-25. The meetings of Board of Directors were held on 27/05/2024, 15/07/2024,
27/07/2024, 04/09/2024, 14/10/2024, 26/11/2024, 04/12/2024, 11/01/2025 and 10/02/2025.
The necessary quorum was present in all the meetings. The intervening gap between any
two meetings was not more than one hundred and twenty days as prescribed by the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015.The agenda and Notice for all the Meetings was prepared and circulated in advance to
the Directors.
Information provided to the Board
The Board of the Company is presented with all information under the following heads,
whenever applicable and materially significant. These are summarised either as part of the
agenda will in advance of the Board Meetings or are tabled in the course of the Board
Meetings. This, interalia, includes:
• Annual operating plans of businesses, capital budgets, updates.
• Quarterly results of the Company and its operating divisions or business
segments.
• Information on recruitment and remuneration of senior officers just below the
Board level, including appointment or removal of Chief Financial Officer and the Company
Secretary.
• Materially important litigations, show cause, demand, prosecution and penalty
notices.
• Fatal or serious accidents.
• Any material default in financial obligations to and by the Company or
substantial non-payment for services rendered by the Company.
• Any issue, which involves possible public liability claims of substantial
nature, including any judgment or order, which, may have passed strictures on the conduct
of the Company or taken an adverse view regarding another enterprise that can have
negative implications on the Company.
• Transactions had involved substantial payments towards good-will, brand equity,
or intellectual property.
• Significant development in the human resources front.
• Sale of material, nature of investments, assets which is not in the normal
course of business.
• Quarterly update on the return from deployment of surplus funds.
• Non-compliance of any regulatory or statutory provisions or listing requirements
as well as shareholder services as non-payment of dividend and delays in share transfer.
• Significant labour problems and their proposed solutions. Any significant
development in Human Resources /Industrial Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme etc.
Independent Directors Meetings
In due compliance with the provisions of the Companies Act, 2013 read with the rules
made there under a separate meeting of independent directors, performance of
non-independent directors, performance of the board as a whole was evaluated, taking into
account the views of directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent directors, at which the
performance of the Board, its committees and individual directors was discussed.
One (1) meeting of Independent Directors was held on 14th February, 2025 during the
year 2024-25.
Committee Meetings Audit Committee
The primary objective of the Audit Committee is to monitor and provide effective
supervision of the management's financial reporting progress with a view to ensuring
accurate timely and proper disclosures and transparency, integrity and quality of
financial reporting. The Committee oversees the work carried out by the management,
internal auditors on the financial reporting process and the safeguards employed by them.
Brief description of the terms of reference
• Overview of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements reflect a true and fair
position.
• Recommending the appointment, re-appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other services.
• Reviewing the financial statements and draft audit report, including quarterly /
half yearly financial information.
• Reviewing with management the annual financial statements before submission to
the Board, focusing primarily on: o Any changes in accounting policies and practices;
o Major accounting entries based on exercise of judgment by management; o
Qualifications in draft audit report; o Significant adjustments arising out of audit; o
Compliance with accounting standard;
o Compliance with stock exchange and legal requirements concerning financial
statements; o Any related party transactions as per Accounting Standard 18. o Reviewing
the Company's financial and risk management policies. o Disclosure of contingent
liabilities.
o Reviewing with the management, external and internal auditors and the adequacy of
internal control systems.
o Discussion with internal auditors of any significant findings and followup thereon.
o Reviewing the findings of any internal investigations by the internal auditors into
matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the Board.
o Looking into the reasons for substantial defaults in payments to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors. o Reviewing compliances as regards the Company's Whistle Blower Policy.
• Mandatory review of following information
o Management discussion and analysis of financial condition and results of operations;
o Statement of significant related party transactions, submitted by management; o
Management letters / letters of internal control weaknesses issued by Statutory Auditors
and: o Appointment, removal and terms of remuneration of Internal Auditor.
The Board has re-constituted the Audit Committee in accordance with the requirement of
Companies Act, 2013 and other applicable provisions. All members of Audit Committee are
financially literate and have financial management expertise. The Audit Committee
comprises of three members including two members as independent director out of which one
is chairman of this committee.
The Audit Committee met Four (4) times during the financial year 2024-25. The meetings
of Audit Committee were held on 27/05/2024, 15/07/2024, 14/10/2024 and 11/01/2025. The
Minutes of the Meetings of the Audit Committee are discussed and taken note by the board
of directors.
The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial
Officer are invited to the meeting as and when required.
The Composition of the Audit Committee are as follows:
Name |
Designation |
| Mr. Sandipbhai Patel |
Chairman |
| Mr. Mahesh Anand Dhanavade |
Member |
| Mr. Mukesh Laxman Sharma |
Member |
| Mrs. Monam Kapoor |
Chairman |
| Mrs. Harshita Kanishka Tiwari |
Member |
* During the year committee has been reconstituted after the resignation and
appointment of directors.
Nomination and Remuneration Committee
The policy formulated under Nomination and Remuneration Committee are in conformity
with the requirements as per provisions of sub-Section (3) of Section 178 of Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
The Company had Constituted Nomination and Remuneration Committee to decide and fix
payment of remuneration and sitting fees to the Directors of the Company as per provisions
u/s 178 of the Companies Act, 2013.
The terms of reference of the remuneration committee in brief pertain tointer-alia,
determining the Companies policy on and approve specific remuneration packages for
executive director (s)/Manager under theCompanies Act, 2013 after taking in to account the
financial position ofthe Company, trend in the industry, appointees
qualification,experience, past performance, interest of the Company and members.
This Nomination & Remuneration committee will look after the functions as
enumerated u/s 178 of the Companies Act, 2013. This Committee has comprises three members
including all members as independent directors out of which one member is chairman of the
committee.
The Nomination and Remuneration Committee met Four (4) time during the financial year
2024-25. The meetings of Nomination and Remuneration Committee were held on 04/09/2024,
26/11/2024, 04/12/2024 and 10/02/2025.
The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed
and taken note by the board of directors.
The Composition of the Nomination and Remuneration Committee are as follows:
Name |
Designation |
| Mr. Sandipbhai Patel |
Chairman |
| Mr. Mahesh Anand Dhanavade |
Member |
| Mr. Mukesh Laxman Sharma |
Member |
| Mrs. Monam Kapoor |
Chairman |
| Mrs. Harshita Kanishka Tiwari |
Member |
Stakeholder's Relationship Committee
The scope of the Stakeholders' Relationship Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of
annual report, non-receipt of dividend etc, and other related activities. In addition, the
Committee also looks into matters which can facilitate better investor's services and
relations.
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Company has an independent Stakeholders' Relationship Committee to consider and resolve
grievances of the Shareholders / Investors. This Committee has comprises three members
including all members as independent directors out of which one member is chairman of the
committee.
The Stakeholders' Relationship Committee met Two (2) times during the financial year
2024-25. The meetings of Stakeholders' Relationship Committee were held 27th July, 2024
and 10th February,2025.
The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed
and taken note by the board of directors.
The Composition of the Stakeholders' Relationship Committee are as follows:
| Name |
Designation |
| Mr. Sandipbhai Patel |
Chairman |
| Mr. Mahesh Anand Dhanavade |
Member |
| Mr. Mukesh Laxman Sharma |
Member |
| Mrs. Monam Kapoor |
Chairman |
| Mrs. Harshita Kanishka Tiwari |
Member |
Compliance Officer
| Name |
Mrs. Anita Chaogule |
|
Company Secretary & compliance Officer |
| Contact Details |
325, IIIrd Floor, Aggarwal Plaza, Sector-14, Rohini, New Delhi 110085 |
| E- mail Id |
ritaholdingsltd@gmail.com |
Shareholders Meetings
Meetings of Shareholders/ Members of the Company held during the financial year
2024-25.
The details of meeting are as follows:
Annual General Meeting: 30th September, 2024
AUDITORS
Statutory Auditors
At the meeting held on September 03,2022, the Board of Directors has recommended the
appointment of M/s J Singh & Associates, Chartered Accountant ( FRN- 110266W ) as
Statutory Auditors of the Company in place of M/s V.N. Purohit & Co., Chartered
Accountants, to hold office from the Conclusion of this Annual General Meeting until the
Conclusion of 46th AGM on remuneration to be fixed by the Board of Directors , subject to
the approval of Members.
• Statutory Auditors Reports
The Statutory Auditors have given an audit report for financial year 2024-25, are given
in "Annexure D" of this report.
• Statutory Auditors Observations
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditor's Report does not
contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory
Auditors have not reported any incident of fraud to the Audit Committee or the Board of
Directors under Section 143(12) of the Companies Act, 2013 during the financial year ended
March 31, 2025.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed G AAKASH & ASSOCIATES, Company Secretaries to undertake
the Secretarial Audit of the Company for the Financial Year 2024-25.
• Secretarial Auditors Reports
The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial
year 2024-25, are given in "Annexure C" of this report.
• Secretarial Auditors Observations
Report was self-explanatory and need no comments
Internal Auditors
Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the
appointment of Internal Auditor in the Company. Accordingly, the Board had appointed M/s
S.K. Goel & Associates, Chartered Accountants, as the Internal Auditors of the Company
for the financial year 2024-25.
• Internal Auditors Reports
The Internal Auditors have placed their internal audit report to the company.
• Internal Auditors Observations
Internal Audit Report was self-explanatory and need no comments.
PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013
The transactions entered with related parties during the year under review were on
Arm's Length basis and in the ordinary course of business. The provisions of Section 188
of the Companies Act, 2013 are therefore, not attracted. All related party transactions
were approved by the Audit Committee and the Board. The relevant information regarding
related party transactions has been set out in Note-21 of the Financial Statements for the
financial year ended 31.03.2025
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return in e form _ MGT-7 of the company for the year will be available on the
website of the company at https://ritafinance.in/corporate- announcements .
ENHANCING SHAREHOLDER VALUE
Our Company firmly believes that its success in the market place and a good reputation
is among the primary determination of value to the shareholders.
DEMATERIALISATION OF SHARES
The Company has connectivity with NSDL & CDSL for dematerialization of its equity
shares. The ISIN- INE018S01016has been allotted for the Company. Therefore, the matter
and/or investors may keep their shareholding in the electronic mode with their Depository
Participates 99.04% of the Company's Paid-up Share Capital is in dematerialized form and
balance 0.06% is in physical form as on 31st March, 2025.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the
Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower
Policy.
The Company believes in the conduct of its affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior.
The Company is committed to develop a culture in which every employee feels free to raise
concerns about any poor or unacceptable practice and misconduct. In order to maintain the
standards has adopted lays down this Whistle Blower Policy to provide a framework to
promote responsible and secure whistle blowing.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
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.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2024-25:
• No of complaints received : 0
• No of complaints disposed off : N.A.
HUMAN RESOURCES
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent and
meritocratic culture to nurture this asset.
The Company recognizes people as its most valuable asset and The Company has kept a
sharp focus on Employee Engagement. The Company's Human Resources is commensurate with the
size, nature and operations of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to spend any amount in respect of Corporate Social
Responsibility as provisions relating to Corporate Social Responsibility under Section 135
of Companies Act, 2013 is not applicable to Company.
DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013
During the year under review, your directors do not observe any transactions which
could result in a fraud. Your Directors hereby declares that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2024-2025.
OTHER DISCLOSURES
Your Directors state that during the financial year 2024-25:
• The Company did not issue any equity shares with differential rights as to
dividend, voting or otherwise.
• The Company did not issue any Sweat Equity shares.
• The 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.
COMPLIANCE
The Company has complied and continues to comply with all the applicable regulations,
circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock
Exchange(s), Securities and Exchange Board of India (SEBI) etc.
The Company has complied with all applicable provisions of the Companies Act, 2013,
Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable
rules/regulations/guidelines issued from time to time.
SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval by the Central Government to the Secretarial Standards
specified by the Institute of Company Secretaries of India on April 10, 2015, the
Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings
(SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised
with effect from October 01, 2017. The Company is in compliance with the Secretarial
Standards.
ACKNOWLEDGMENT
Your Directors wish to express their sincere appreciation for the support and
cooperation, which the Company continues to receive from its clients, Banks, Government
Authorities, Financial Institutions and associates and are grateful to the shareholders
for their continued support to the Company. Your Directors place on record their
appreciation for the contributions made and the efforts put in by the management team and
employees of the Company at all level.
By the order of Board of Directors of
Rita Finance and Leasing Limited
Pawan Kumar Mittal
Chairman & Director
DIN: 00749265
Date: 03/09/2025
Place: New Delhi
