Visco Trade Associates Ltd Directors Report.

TO THE MEMBERS

1. Your Directors have pleasure in presenting the 38th Annual Report of the Company together with the Audited Statement of Accounts period ended on 31st March, 2020 along with Auditors Report thereon. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

2. FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2020 is summarized as below:-

3. OPERATIONS AND BUSINESS ACTIVITIES:

The Companys Profit/(Loss) after Tax stood at Rs. (224.55) Lakh for the Financial Year 2019-20 as against Profit/(Loss) after Tax Rs. (58.71) Lakh in the last Financial Year 2018-2019. Your Company is carrying on the business of Non-Banking Financial Company and holds a valid Certificate of Registration issued by Reserve Bank of India. Your Company intends to expand its financial market segment and capitalize the set up for the same along with increased capacity as required by the business. This year the Company could not do well for the reasons you all know that the spread of CORONA (COVID-19) Worldwide, has caused the Stock Market to crash again and again, ultimately, huge losses caused. Almost all activities have been affected; the office had to shut down. The Pandemic COVID-19, are still spreading and India is now in the same race as rest of the world in numbers in respect of spread of the Virus on daily basis. Still, we hope and see the silver lining in between, say it "CORONA KAAL". Let us hope that we will do much better in the coming years.

4. COVID-19

In the month of March, 2020, Pandemic COVID-19 developed rapidly into a global crisis, forcing governments to enforce lock-downs in the entire country and thereby stopped all economic activity. Accordingly, your Company has also to shut down offices and most of the activities of the Company for nearly 3 months. The situation in the country has worsened since then. However, the Government has phase wise allowed the offices and business activities to open subject to maintaining of certain safety guidelines. Therefore, your Company has also started its activities as per the guidelines given by the Government. We hope, the crisis should end soon and life becomes normal.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year 2020 are prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statement together with the Auditors Report thereon forms part of the Annual Report.

PARTICULARS 31.03.2020 31.03.2019
Amount in Lakh Amount in Lakh
Total Revenue 2492.72 1010.07
Profit /(Loss) Before Taxation (224.55) (58.71)
Less: Taxation (0.51) (0.08)
Profit/ (Loss) After Taxation (224.04) (58.63)
Less: Special Reserve as per RBI 0.00 0.00
Less : Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes (1.53) (3.17)
Total Comprehensive Income / (Loss) for the Year (225.57) (61.80)

6. MATERIAL CHANGES & COMMITMENTS

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

7. DIVIDEND

Your Company has incurred losses during the Financial Year 2019-20 and therefore, do not recommend any dividend.

8. RESERVES

Your Company has incurred losses during the year and therefore, no transfer to Special Reserve Fund was required to be made for the FY 2019-2020 pursuant to Section 45IC of Reserve Bank of India Act, 1934.

9. SHARE CAPITAL

During the year under review, the Company has not issued shares with differential voting rights nor any bonus shares nor granted stock options nor sweat equity. The Paid up Equity Share Capital of the Company is Rs.4,80,28,000/-.

10. APPLICABILITY OF ANNUAL ACCOUNTS UNDER IND AS FOR THE FIRST TIME

Your Companys Annual Accounts for the F.Y. 2019-20 has been prepared as per Accounting Standards under IND AS for the first time since it became compulsory for the Company and its Subsidiaries from the Financial Year 2019-20 and onwards.

11. PUBLIC DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company and therefore, it has not accepted any public deposit during the year. Further, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. FINANCE

The Company continues to manage its capital, receivables, inventories and other working capital parameters in a very prudent and judicious way. These are kept under strict check through continuous monitoring. The financing is done from the Companys Own Equity.

13. RBI GUIDELINES

As a Non Deposit Taking NBFC, your Company always aims to operate in compliance with applicable RBI Laws, Rules and Regulations and employs its best efforts towards achieving the same.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vinay Kumar Goenka, continue to hold the position of Managing Director and all other Directors work under his guidance and supervision. During the year, Mr. Gurpreet Singh Reehal, resigned from the post of Company Secretary w.e.f. 31st August, 2019. The resignation was accepted by the Board. Your Board places on record its sincere appreciation of his services rendered during the tenure of his employment. CS Manisha Khaitan has been appointed as the Company Secretary and Compliance Officer w.e.f. 14.12.2019.

16. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,

RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There has been no Qualification, Reservation or adverse Remark or disclosure by the Auditors and therefore, no comments or explanation is required in this regard.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, your Directors state that:

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

b) they 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 of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2019-2020, Seven Board meetings (including the Adjourned Board Meeting) were held on 30.04.2019, 29.05.2019, 19.06.2019 (Adjourned Meeting of 29.05.2019), 27.08.2019, 14.09.2019, 14.12.2019 and 13.02.2020. The intervening gap between the two Board Meetings was within the limits as prescribed under the Companies Act, 2013.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of 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 criteria such as the Composition of Committees, Effectiveness of Committee Meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

20. DIRECTORS AND VARIOUS COMMITTEES

Mr. Vinay Kumar Goenka, Director, retires by rotation and being eligible, offers himself for re-appointment.

Nomination and Remuneration Committee

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company has reconstituted the committee consisting of Mr. Dipak Sundarka (Executive), Mr. Niranjan Kumar Choraria (Non-Executive/ Independent Director), Mrs. Anju Gupta (Non-Executive/Independent Director/Woman Director). The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this Report.

Audit Committee

Based on the recommendation of the Audit Committee, the Board of Directors of your Company has reconstituted the committee consisting of Mr. Vinay Kumar Goenka (Executive/Managing Director), Mr. Niranjan Kumar Choraria (Non-Executive/ Independent Director), Mrs. Anju Gupta (Non-Executive/Independent Director).

Stake Holder Relationship Committee

Since the total number of share holders in the Company is less than one thousand, the Company does not require forming any Stake Holder Relationship Committee.

Information about the Directors proposed to be appointed/ re-appointed

Information about the Directors proposed to be appointed/ re-appointed stipulated under Regulation of SEBI (LODR) with the Stock Exchanges are provided in the Corporate Governance Section forming part of this Report.

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

A Policy in respect of Directors Appointment and Remuneration and other details has been made by the Company. The Nomination and Remuneration Committee approves/disapproves any such appointments and its terms in accordance with the Policy formed in this respect.

22. AUDITORS APPOINTMENT/RE-APPOINTMENT / FIXING OF REMUNERATION

As required by the Companies Act, 2013, M/s Das and Associates, Chartered Accountants, had been appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 29.09.2017 for a period of 5 years. Their term as the Auditors in the Company will expire at the conclusion of Annual General Meeting to be held in the year 2022. Till then, they will continue to hold position as the Statutory Auditors of the Company unless otherwise resigned or removed for any reasons. The Appointments / re-appointments and the remuneration thereof are determined on the recommendation of Nomination and Remuneration Committee. M/s. G. Goenka & Co., Chartered Accountants, has been appointed as the Internal Auditor of the Company for the Financial Year 2020-21.

CS Megha Chowdhury has been appointed as the Secretarial Auditors of the Company for the Financial Year 2020-21 and she will also act as the Scrutinizer for e-Voting/manual Voting at the ensuing AGM for the year 2020.

23. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The observation made in the Auditors / Secretarial Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

24. RISK MANAGEMENT

In todays economic environment, Risk Management is a very important part of any form of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management policy is embedded in the business processes.

25. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be made to any person for a genuinely raised concern.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 as your Company is Non-Banking Financial Company.

27. TRANSACTIONS WITH RELATED PARTIES SCOPE OF SECTION 188(1) OF THE COMPANIES ACT, 2013

Your Company has duly complied with the requirements of the Companies Act, 2013 while dealing with any related parties. The details of the transaction entered into with the Related Parties are disclosed in Notes of the Financial Statements.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to formulate a Policy on Corporate Social Responsibility or to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013.

29. PARTICULARS OF EMPLOYEES

The prescribed particulars of remuneration of employees pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out as Annexure - I to this Report.

30. EXTRACT OF ANNUAL RETURN AS PER THE REQUIREMENTS OF SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULES FRAMED THERE UNDER.

The Extract of Annual Return as prepared in Form MGT-9, as per the provisions of Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, is enclosed as Annexure - II to this Report.

31. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS MEGHA CHOWDHURY, Practicing Company Secretary has been appointed to undertake the Secretarial Audit of the Company along with scrutinizing of e-voting for the Financial Year 2020-21. The Secretarial Audit Report is annexed herewith as Annexure - III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

32. DECLARATION OF INDEPENDENT DIRECTOR

The Independent Directors, namely, Mrs. Anju Gupta and Mr. Niranjan Kumar Choraria have given declarations that they meet the criteria required under Section 149(6) of the Companies Act, 2013.

33. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of the business of the Company.

34. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for the Financial Year ended 31st March, 2020 is being annexed herewith this Report. However, your Company is exempt from compliance of the provisions of Regulation 34 Schedule V of SEBI (LODR) Regulations, 2015 due to its Net-Worth being below the required threshold limits.

35. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company has no Material Subsidiary during the Financial Year ended 31st March, 2020. However, the Company has following unlisted Subsidiary Companies:-

1. M/s Skypack Vanijya Pvt. Ltd;

2. M/s Marudhar Vintrade Pvt. Ltd.;

3. M/s Twinkle Fiscal & Impex Services Pvt. Ltd.;

4. M/s Lambodar Vintrade Pvt. Ltd.; and

5. M/s Chowrasta Stores Private Limited

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 subsidiaries in the prescribed form AOC-1 forms part of this report as Annexure-IV. The accounts of the subsidiaries 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 subsidiaries is available and kept open for inspection at the registered office of the Company.

In accordance with LODR Regulations, the Companys policy specifying the criteria for determining the Material Subsidiaries is available in the Company website at www.viscotradeassociates.com. There has been no change in the nature of business of subsidiaries during the year under review.

36. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors has reviewed the Management Discussion and Analysis prepared by the Management. The Independent Auditors have noted its contents. Statement in this report of the Companys Objective, Projections, Estimates, Exceptions and Predictions are forward looking statements subject to the applicable laws and regulations. Companys operations are affected by many external and internal factors which are beyond the control of the management. Thus the actual situation may differ from those expressed or implied. The Company assumes no responsibility in respect of forward looking statements that may be amended or modified in future on the basis of subsequent developments, information or events.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the Financial Year 2019-20 and hence, no complaint is outstanding as on 31.03.2020 for redressal.

39. HIGHLIGHTS OF INTERNAL CONTROL SYSTEM

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The critical audit observations are shared with the audit committee on a quarterly basis for an effective monitoring of controls and implementation of recommendations. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures. Further, the Company has adequate Internal Financial Controls system in place.

40. LISTING OF SHARES:

The equity shares of the Company continue to be listed at BSE and The Calcutta Stock Exchange Limited.

41. INTER PERSONNEL RELATIONS

During the year under review, your Company enjoyed cordial relationship the employees at all levels.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The Company is a Non-Banking Financial Company and therefore, information relating to Conservation of Energy and Technology Absorption are not applicable.

The Company has neither earned nor used any foreign exchange during the year under review.

43. ACKNOWLEDGEMENTS

Your Company acknowledges thanks to all employees and other officers, Banks, Registrar and Share Transfer Agents (RTA) of the Company, shareholders and outside vendors who have been directly or indirectly connected with the Company for their co-operation, support, hard work and for maintaining harmony in the Company.

Place: Kolkata For and on behalf of the Company
Date: 11.11.2020 For Visco Trade Associates Limited
Sd/- Sd/-
(Niranjan Kumar Choraria) (Vinay Kumar Goenka)
Director Managing Director
DIN: 03626290 DIN: 01687463