Visco Trade Associates Ltd Directors Report.

TO THE MEMBERS

Your Directors have pleasure in presenting the 37thAnnual Report of the Company together with the Audited Statement of Accounts period ended on 31st March, 2019 along with Auditors Report thereon.

FINANCIAL RESULTS

The Companys financial performance, for the year ended March 31, 2019 is summarized as below:-

( )
PARTICULARS 31.03.2019 31.03.2018
(Rs.) (Rs.)
Total Turnover 10,07,11,583.00 17,21,94,263.0
Profit Before Taxation (58,71,060.00) 19,56,792.00
Less: Taxation 00.00 573,094.00
Profit After Taxation 58,63,095.00 13,83,698.00
Less: Special Reserve as per RBI 00.00 276,740.00
Less : Arrear of deprecation Adjusted - -
Less : Provision for standard assets - -
Add: Balance Brought Forward From The Last Year 21,45,233.00 10,38,275.00
Balance Carried to Balance Sheet (37,17,861.00) 21,45,233.00

OPERATIONS AND BUSINESS ACTIVITIES:

During the year under review the Companys Profit after Tax (Loss) stood at (58.64 lakhs) as profit against‘13.84 lakhs during the last financial year 2017-2018. 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 into financial market segment and capitalize the set up for the same along with increasing capacity as required by the business. For the purpose of diversification your Company engaged in the expansion of its core business of financing.

DIVIDEND

In order to conserve the resources, the Directors do not recommend any dividend for the year ended 31 March 2019.

RESERVES

Pursuant to Section 45IC of Reserve Bank of India Act, 1934, your Company has created a special Reserve Fund and transferred 25% of its Net Profit, as disclosed in the Profit and Loss Account (Loss generated for the FY 2018-2019).

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. As on the date the Paid up Equity Share Capital of the Company is 4, 80, 28,000.

CONSOLIDATED FINANCIAL STATEMENTS (CFS)

In accordance with the Companies Act 2013 and Accounting Standard (AS-21), CFS is being provided in the Annual Report. The CFS should be read in conjunction with the directors reports, financial notes, cash flow statements and the individual auditor reports of the subsidiary.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of sec 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

FINANCE

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The Financing is done from the Companys own equity.

FIXED DEPOSIT

The Company is a non deposit taking Non-Banking Financial Company and therefore 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.

RBI GUIDELINES

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

PARTICULARS OF LOANS, GUARANTEES OR 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 RBI registered Non-Banking Financial Company whose principal business inter alia includes financing of companies. Details of Loans, Investments, Guarantees or security in connection with loans to other body corporate or persons, if any as at the end of the year are given in notes to the Financial Statements.

HIGHLIGHTS OF INTERNAL CONTROL SYSTEM

The Company has an 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 effecting 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 and has obtained reasonable assurance to provide financial statements that are free from material misstatements.

LISTING OF SHARES:

The equity share of the Company continues to be listed on The Bombay Stock Exchange Ltd, The Calcutta Stock Exchange Limited and delisted its share from Uttar Pradesh Stock Exchange Limited.

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.

INTERPERSONNEL RELATIONS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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 had 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.

DECLARATION OF INDEPENDENT DIRECTOR

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

CHANGE IN THE NATURE OF BUSINESS

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

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 -1 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return is 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 and the same is enclosed as Annexure - 2 to this Report.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34 Schedule V of SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance for the financial year ended 31 March 2019 along with exemption letter on its compliance is forming part of this Annual Report, but continuously every quarter the company is submitting the exemption letter and Net-Worth details of company on BSE Listing Portal.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the "Business Responsibility Report" (BRR) of the Company for the financial year 2018-2019 is forming part of this Annual Report.

MEETINGS OF BOARD

During the year the Board of Directors duly met 7 (Seven) times on 18.04.2018, 29.05.2018, 30.06.2018, 13.08.2018, 14.11.2018, 21.11.2018 (Adjourned), 14.02.2019 in respect of which meetings with proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

POLICY FOR DETERMINING MATERIALSUBSIDIARIES

In view of the change in the definition of material subsidiary, SkyPack Vanijya Pvt. Ltd, Marudhar Vintrade Pvt. Ltd., Twinkle Fiscal & Impex Services Pvt. Ltd, Lambodar Vintrade Pvt. Ltd. & ChowRasta Stores Private Limited which was/are not materially subsidiary hitherto, and also not material subsidiary as per the LODR Regulations 2015. In accordance with LODR Regulations, the Companys policy on materiality of subsidiaries specifying the criteria for determining the Material Subsidiaries is available in the Company website www.viscotradeassociates.com. There has been no change in the nature of business of subsidiaries during the year under review. However the business model of all the subsidiaries was same from a job processor of the Company to an independent service provider, manufacturer or seller during the year.

SECRETARIAL STANDARDS OF ICSI

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Board of Directors have reviewed the Management Discussion and Analysis prepared by the Management, and 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. For further details please refer the report on Corporate Governance forming part of the Annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contract or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013. The details of the transaction entered into with the Related Parties are disclosed in Notes of the Financial Statements.

KEY MANAGERIAL PERSONNEL

Mr. Manoj Kumar Singh appointed for the post of Chief Financial Officer w.e.f. 21st November 2018 and Mr. Gurpreet Singh Reehal resigned from the post of Company Secretary w.e.f 31St August 2019. The Board will discuss and will pass the resolution soon. Your Board places on record its sincere appreciation of his services rendered during the tenure of his employment.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 and as per the SEBI (LODR) the Nomination and Remuneration committee comprises of three Non-Executive Directors namely Mr. Niranjan Kumar Choraria (Independent/Non-Executive), & Mrs. Anju Gupta (Independent/Non-Executive), Mr. Dipak Sundarka (Executive-Whole Time Director). The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) , 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, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DIRECTORS

Mr. Debasish Roy (Non-Executive)-resigned on 18-04-2018 and Mr. Dipak Sundarka joined as whole time director(Executive) on 18-04-2018 , Mr. Niranjan Kumar Choraria (Non-Executive/ Independent Director), Mrs. Anju Gupta (Non-Executive/Independent Director) constitute the board of directors of the company. 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) with effect from 19th June 2019. 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) with effect from 19th June 2019. Based on the recommendation of the Stakeholders Relationship 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) with effect from 19th June 2019. Based on the recommendation of the Risk Management 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) with effect from 19th June 2019. 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. The Board of Directors of your Company recommends the appointment/ re-appointment of all the above Directors.

AUDITORS

The Statutory Auditor of the Company for the FY 2018-2019 is M/s Das & Prasad with the approval obtained from BOD on 08/09/2017 to appoint it as Statutory Auditor.

Further, M/s. G. Goenka & Co., Chartered Accountant, has been appointed as the Internal Auditor of the Company for the FY 2018-2019. M/s. G. Goenka & Co., Chartered Accountants have confirmed that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013 and that they are not disqualified for appointment.

AUDITORS REPORT

The observation made in the 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.

SECRETARIAL AUDIT& SCRUTINIZER FOR PROCESS OF E-VOTING.

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed CS MEGHA CHOWDHURY, Practicing Company Secretary for the FY to undertake the Secretarial Audit of the Company along with scrutinizing of e-voting for the FY 2018-2019. The Secretarial Audit report is annexed herewith as Annexure 4. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

VIGILMECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named 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 meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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 compliant received from any employee during the financial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal.

RISK MANAGEMENT POLICY IMPLEMENTATION

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.

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the SEBI LODR (Listing Obligations And Disclosure Requirements) REGULATIONS 2015, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

ACKNOWLEDGEMENTS

Your Company acknowledges to all with whose help, co-operation and hard work the Company is able to achieve the results. Further, your Directors thank the members and customers for the confidence reposed by them in the Company and also wish to record the appreciation for the services and sincere efforts of the Employees, Bankers, Registrar and Share Transfer Agents of the Company.

For and on behalf of the Board
Place: Kolkata Vinay Kumar Goenka
Date: 27.08.2019 Chairman & Managing Director