visco trade associates ltd Directors report

To the Members,

The Board has pleasure in presenting the 41^st Annual Report of the Company together with the Audited Statement of Accounts period ended on March 31, 2023 along with Auditors Report thereon.

1. FINANCIAL RESULTS

1.1 Standalone Results

The performance of the Company for the Financial Year ended March 31, 2023, on a Standalone basis is, summarized below:

PARTICULARS	31.03.2023	31.03.2022
	Rupees (Lakhs)	Rupees (Lakhs)
Total Revenue	7682.28	1321.35
Other Income	118.37	43.85
Profit /(Loss) Before Taxation	(955.12)	10.15
Less: Taxation	(0.15)	0.01
Profit/ (Loss) After Taxation	(954.97)	10.14
Less : Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	12.07	(43.18)
Total Comprehensive Income / (Loss) for the Year	(942.90)	(33.04)

1.2 Consolidated Results

As on March 31, 2023, the Company have 4 (Four) Subsidiary Companies and 2(Two) Associate Companies. The performance of the Company for the Financial Year ended March 31, 2023, on a consolidated basis is, summarized below:

PARTICULARS	31.03.2023	31.03.2022
	Rupees (Lakhs)	Rupees (Lakhs)
Total Revenue	8385.84	2247.68
Other Income	242.32	56.14
Profit /(Loss) Before Taxation	(837.51)	19.83
Less: Taxation	13.04	6.97
Profit/ (Loss) After Taxation	12.86	12.86
Less : Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	(850.55)	(39.81)
Total Comprehensive Income / (Loss) for the Year	(839.90)	(26.95)
Total Comprehensive Income attributable to: Owners of the Company Non-controlling Interests	(841.43) 1.53	(26.78) (0.17)

2. REVIEW OF OPERATIONS & BUSINESS ACTIVITIES & FUTURE OUTLOOK

During the year under review, the Company has made a profit/(Loss) after Tax of Rs.(954.96) Lakh for the Financial Year 2022-23 as against Profit/(Loss) after Tax of Rs.10.14 Lakh in the last Financial Year 2021-2022 due to the valuation of inventory of trading shares of listed entities.

The 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 directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. SHARE CAPITAL

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2023 was Rs. 4,80,28,000 consisting of 48,02,800 Equity Shares of Rs. 10 each.

During the year, the Company has not issued shares with differential voting rights nor any bonus shares nor granted stock options nor sweat equity.

4. TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. No amount (FY 2021-22: Rs. 2.03 lakh), has been transferred to the said Reserve as loss has been incurred during the financial year.

5. MATERIAL CHANGES AND COMMITMENT

There were material changes and commitments have occurred from the date of close of the financial year fill the date of this Report which affected the financial position of the Company.

Disinvestment of Wholly Owned Subsidiary

The company in its Board meeting held on 16^th August 2022 has decided to sell the investment of the wholly owned subsidiary M/s Lambodar Vintrade Private limited .

Proposal for Amalgamation with Subsidiaries

During the year the scheme of Amalgamation is proposed on 09^th January 2023 between SKYPACK VANIJYA PRIVATE LIMITED (TRANSFEROR COMPANY NO.1) AND TWINKLE FISCAL & IMPEX SERVICES PRIVATE LIMITED (TRANSFEROR COMPANY NO.2) with our Company VISCO TRADE ASSOCIATES LIMITED under Section 233 of the Companies Act 2013 with approvals from shareholders and consent received by creditors of the Company as directed by the Regional Director ,Ministry of Corporate Affairs, Eastern Region, Kolkata and with the approval of other regulatories or statutory authorities.

Further the former 2 (Two) companies are wholly owned subsidiaries of the company. This merger leads to-:

a. Achieve greater integration and greater financial strength which will maximise the shareholders value.

b. Achieve the cost savings as there will be reduction in overheads expenditures, operational rationalisation and optimal utilisation of resources.

c. Achieve operational synergies, and economical operation for future growth of the company .Further with the pooling of managerial, technical and financial resources, hence increasing the competitiveness of the company.

6. DIVIDEND

The Company has incurred loss during the year hence your directors did not recommend any dividend during the financial year.

7. CHANGE IN THE NATURE OF BUSINESS

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

8. CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2023, the Company has 4 (Four) unlisted Subsidiary Companies: -

a) M/s Skypack Vanijya Pvt. Ltd

b) M/s Marudhar Vintrade Pvt. Ltd.

c) M/s Twinkle Fiscal & Impex Services Pvt. Ltd.

d) M/s Chowrasta Stores Pvt. Ltd.

As on March 31, 2023, the Company has 2 (Two) unlisted Associate Companies: -

a) M/s Nayek Paper Industries Ltd

b) M/s Elika Realestate Pvt Ltd

Pursuant to the provisions of Section 129(3) of the Act and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements of the Company together with the Auditors Report are included in the Annual Report. A separate statement, containing the salient features of the Financial Statements of the Associate & Subsidiary Companies, in the prescribed Form AOC-1, is annexed as Annexure-I in the Director Report.

The Company has 2 (Two) Material Subsidiary during the Financial Year ended 31st March, 2023. 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.in. There has been no change in the nature of business of subsidiaries during the year.

During the F.Y. 2023-24 the company has further invested in 2 (two) companies namely Visco Advisory Pvt Ltd and Visco Freehold Pvt Ltd which has become the Subsidiaries of the company.

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.

9. 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.

10. INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

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

During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

11. 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.

12. COMPLIANCE

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the

Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis. New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their activities and processes.

13. ANNUAL ACCOUNTS AS PER INDIAN ACCOUNTING STANDARDS (IND AS)

The Companys Annual Accounts for the F.Y. 2022-23 along with its Subsidiaries has been prepared as per Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

14. 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.

15. RBI GUIDELINES

The company has been categorised as Non Deposit NBFC- Investment and Credit Company. It aims to operate in compliance with applicable RBI Laws, Rules and Regulations and employs its best efforts towards achieving the same.

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The 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 the Company is NonBanking Financial Company.

17. TRANSACTIONS WITH RELATED PARTIES AS PER SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has duly complied with the requirements of the section 188 of the Companies Act, 2013 relating to the particulars of every contract or arrangements entered into by the Company with its related parties. However, during the financial year 2022-23, there is no material significant related party transaction made by the company with its Promoters, Key Managerial Personnel or other designated persons which have a potential conflict with interest of the company at large.

18. AUDITORS STATUTORY AUDIT

M/s Pawan Gupta & Co., Chartered Accountants, (ICAI Firm Registration Number: 318115E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting ("AGM") of the Company held on September 22, 2022, for a term of five consecutive years commencing from conclusion of the 40^thAGM up to the conclusion of the 45^th AGM to be held in the year 2027.

The Statutory Auditors report for the year ended March 31, 2023 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

SECRETARIAL AUDIT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit report. Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Babu Lal Patni, Practicing Company Secretaries (FCS-2304) for the financial year 2022-23 and 202324 to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended March 31, 2023 is annexed herewith as Annexure -II to this report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the company, Mr. Vinay Kumar Goenka (DIN 01687463) Managing Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment for the consideration of the Members at the ensuing Annual General Meeting of the Company.

During the year under review, there was a change in composition of the Board of Directors. The composition of the Board and KMPs as on March 31, 2023 are given below:

Sl. No Name	Designation	Category	Appointment	Resignation
1. Vinay Kumar Goenka	Managing Director	Executive Director/ Key Managerial Person
2. Dipak Sundarka	Whole Time Director	Executive Director/ Key Managerial Person
3. Niranjan Kumar Choraria	Independent Director	Non-Executive- Independent Director
4. Anju Gupta	Independent Director	Non-Executive- Independent Director
5. Rajeev Goenka	Promoter Director	Non-Executive-/ Key Managerial Person	07/07/2022	-
6. Manoj Kumar Singh	Chief Financial Officer	Key Managerial Person		27/06/2022
7. Gopal Kumar Roy	Chief Financial Officer	Key Managerial Person	09/01/2023
8. Manisha Khaitan	Company Secretary	Key Managerial Person		06/12/2022

20. 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.

21. MEETINGS

During the Financial Year 2022-23, 15 (Fifteen) Board meetings were held on 29.04.2022, 25.05.2022,

31.05.2022.27.06.2022, 07.07.2022, 02.08.2022,08.08.2022, 16.08.2022, 22.08.2022,

10.11.2022.06.12.2022, 13.12.2022, 09.01.2023, 02.02.2023, and 21.03.2023. The intervening gap between the two Board Meetings was within the limits as prescribed under the Companies Act, 2013.

The Annual General Meeting of the Company was held on 22^nd September 2022 and no Extra-Ordinary General meeting was held during the year.

22. 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.

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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.

23. COMMITTEES

a. Audit Committee

The Composition procedure, role / function of the Audit Committee comply with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review 6 (Six) meetings of the Audit Committee were held on 25.05.2022, 27.06.2022, 08.08.2022,

10.11.2022, 09.01.2023, and 02.02.2023.

The composition of Audit Committee:

Sl. No Name	Designation	Category
1. Niranjan Kumar Choraria	Chairman	Non-Executive- Independent Director
2. Dipak Sundarka	Member	Executive Director
3. Vinay Kumar Goenka	Member	Executive Director
4. Anju Gupta	Member	Non-Executive- Independent Director

b. Nomination and Remuneration Committee

The remuneration and nomination committee has been constituted by the Board of Directors to review and / or recommend regarding the composition of the Board; identify independency of Directors and the remuneration of the Executive Directors of the Company in accordance with the guidelines lay out by the statute and the listing agreement with the stock exchange. The committee evaluates and approves the appointment and remuneration of senior executives, the Companys remuneration plan, policies and programs and any other benefits. During the year 2 (Two) meeting of the nomination and remuneration committee was held on 05.07.2022, 02.01.2023.

The composition of Nomination and Remuneration Committee

Mr. Rajeev Goenka, promoter director of the company was appointed on 07^th of July 2022 as an additional non- executive director who was regularized in the Annual General Meeting held in the year 2022. He was further nominated as one of the member of this committee by the chairman. Thus the committee was reconstitutes as follows:

Sl. No Name	Designation	Category
1. Niranjan Kumar Choraria	Chairman	Non-Executive-Independent Director
2. Anju Gupta	Member	Non-Executive-Independent Director
3. Rajeev Goenka	Member	Non-Executive Director

c. Stake Holder Relationship Committee

The Shareholders/Investors Grievance Committee is to look into the specific Complaints received from the Shareholders of the Company. During the year under review 4 (Four) meeting of the Stakeholders Relationship Committee were held on 26.05.2022, 10.08.2022, 12.11.2022 and 04.02.2023. Investor grievances are resolved by the Committee who operates subject to the overall supervision of the Board. The Committee meets on the requirement basis during the financial year to monitor and review the matters relating to investor grievances.

The Company had not received any complaints from its investors during the financial year 2022-23. At present there are no complaints pending to be resolved before SEBI SCORES.

The composition of Stake Holder Relationship Committee

Sl. No Name	Designation	Category
1. Niranjan Kumar Choraria	Chairman	Non-Executive- Independent Director
2. Dipak Sundarka	Member	Executive Director
3. Vinay Kumar Goenka	Member	Executive Director

24. 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.

25. 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.

The meeting of the independent director was held on 31.05.2022 and 15.02.2023 during the financial year 2022-23.

26. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relation,Appointment & Remuneration Committees.

27. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for the Financial Year ended March 31, 2023 is being annexed herewith this Report. However, your Company is exempt from compliance of the provisions

of Regulation 15 Schedule V of SEBI (LODR) Regulations, 2015 due to its Net-Worth being below the required threshold limits.

28. 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.

29. PARTICULARS OF EMPLOYEES

None of the employees of the Company are in receipt of remuneration in excess of the limit prescribed 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.

Name of the party	Nature	For the year ended 31st March 2023 (In lakhs)
Gopal Kumar Roy	Managerial Remuneration	1.37
Manisha Khaitan	Remuneration	2.86

30. EXTRACT OF ANNUAL RETURN (MGT-7)

The Extract of Annual Return in Form MGT-7 will be placed on the Companys website at: www.viscotradeassociates.in.

31. 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).

32. 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.

33. 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 2022-23 and hence, no complaint is outstanding as on March 31, 2023 for redressal..

34. LISTING OF SHARES

The equity shares of the Company continue to be listed at Bombay Stock Exchange. .

The company has voluntary delist the equity shares of the Company from the Calcutta Stock exchange ("CSE) under the provision of SEBI (Delisting of Shares) Regulations ,2021 on 29^th August 2022 with the delisting fees of Rs.1,66,692.

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.

35. 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.

The merger order of the company with SKYPACK VANIJYA PVT LTD and TWINKLE FISCAL TWINKLE FISCAL & IMPEX SERVICES PRIVATE LIMITED is pending with Regional Director.

36. 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-19.08.2023	For Visco Trade Associates Limited

 

Sd/-	Sd/-
Rajeev Goenka	Vinay Kumar Goenka
Director	Director
DIN:03626290	DIN:01687463