Visco Trade Associates Ltd Directors Report

To the c-Members,

The Board has pleasure in presenting the 42nd Annual Report of the Company together with the Audited Statement of Accounts period ended on 31st March, 2024 along with Auditors Report thereon.

1. FINANCIAL RESULTS

1.1 Standalone Results

The performance of the Company for the Financial Year ended 31st March, 2024, on a Standalone basis is, summarized below:

(Rs. in Lakhs)

Particulars	31st March, 2024	31st March, 2023
Total Revenue	21129.93	7682.28
Other Income	25.34	119.34
Profit /(Loss) Before Taxation	3916.65	(961.04)
Less: Taxation	603.93	2.65
Profit/ (Loss) After Taxation	3312.72	(963.69)
Less: Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	31.27	10.77
Total Comprehensive Income / (Loss) for the Year	3343.99	(952.92)

1.2 Consolidated Results

As on 31st March, 2024, the Company has 5 (Five), Subsidiary 1 (One) Step down Subsidiary and 2 (Two) Associates Companies. The performance of the Company for the Financial Year ended 31st March, 2024, on a consolidated basis is, summarized below:

(Rs. in Lakhs)

Particulars	31st March, 2024	31st March, 2023
Total Revenue	22055.42	8385.84
Other Income	32.93	242.32
Profit /(Loss) Before Taxation	3943.42	(837.51)
Less: Taxation	622.59	13.04
Profit/ (Loss) After Taxation	3320.83	(850.55)
Less: Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	31.27	10.65
Total Comprehensive Income / (Loss) for the Year	3352.10	(839.90)

During the year under review, by an order of the Honble Regional Director (Eastern Region) two wholly owned subsidiary of your Company viz. Skypack Vanijya Private Limited and Twinkle Fiscal & Impex Services Private Limited got amalgamated into your Company on going concern basis with effect from 1st October, 2022.

During the year under review, your Company has invested in its newly incorporated Subsidiary Companies i.e. Visco Advisory Private Limited, Visco Freehold Private Limited and Visco Glassworks Private Limited.

2. REVIEW OF OPERATIONS & BUSINESS ACTIVITIES & FUTURE OUTLOOK

During the year under the review, your Company has made a Profit after Tax of H3,312.72 Lakhs as against Loss after Tax H963.69 Lakhs for Financial Year 2022-2023 on standalone basis.

During the year under the review, your Company has made a Profit after Tax of H3,320.83 Lakhs as against Loss after Tax H850.55 Lakhs for Financial Year 2022-2023 on consolidated basis

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 Authorised Share Capital of the Company as on 31st March, 2024 was H5,65,30,000 consisting of 56,53,000 Equity Shares of H10 each.

The Issued, Subscribed and Paid-up Share Capital of the

Company as on 31st March, 2024 was Rs.4,80,28,000 consisting of 48,02,800 Equity Shares of H10 each.

Subsequent to the end of the year under review the authorised share capital has been sub-divided from 56,53,000 Equity Shares of Rs.10 each to 2,82,65,000 Equity Shares of Rs.2 each and the Issued, Subscribed and Paid-up Share Capital of the Company has been sub-divided from 48,02,800 Equity Shares of H10 each 2,40,14,000 Equity Shares of H2 each.

The change in the authorised Share Capital of the Company during the year was subsequent to filing of necessary order passed by the Honble Regional Director (Eastern Region) in the matter of Amalgamation of Skypack Vanijya Private Limited and Twinkle Fiscal & Impex Services Private Limited into your Company.

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. An amount of Rs.662.54 lakh (FY 2022-23: H Nil), has been transferred to the said Reserve. An amount of Rs.2,650.18 Lakhs has been carried to the Balance Sheet, as Surplus to Profit and Loss account.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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 except as disclosed.

6. DIVIDEND

During the year under the review, your directors had declared an interim dividend of Rs.1/- (10%) per equity share of H10/- each amounting to Rs.48.03 lakhs. Apart from that the Company has not declared any other dividend.

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. HOLDING AND SUBSIDIARY

As on 31st March, 2024, the Company has 5 (Five) unlisted Subsidiary Companies, 1 (One) Step down Subsidiary and 2 (Two) Associates Companies:

Subsidiary Companies

a) M/s Visco Advisory Pvt. Ltd;

b) M/s Hodor Trading Private Limited (Formerly known as Marudhar Vintrade Pvt. Ltd.);

c) M/s Visco Freehold Pvt. Ltd.;

d) M/s Visco Glass Works Pvt. Ltd.; and

e) M/s Chowrasta Stores Private Limited Stepdown Subsidiary

a) M/s Complify Trade Private Limited Associate Companies

a) M/s Elika Realestate Pvt. Ltd.

b) M/s Nayak Paper Industries Limited

9. CONSOLIDATED FINANCIAL STATEMENTS

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-1 in the Annual Report.

The Company has no Material Subsidiary during the Financial Year ended 31st March, 2024. In accordance with SEBI 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.

10. 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.

11. 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.

12. 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.

13. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, 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.

14. COMPLIANCE

The Compliance Department 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 continuously plays 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.

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

The Companys Annual Accounts for the F.Y. 2023-24 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. As amended from time to time

16. 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.

17. 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.

18. 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 your Company is NonBanking Financial Company.

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

The 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 Note No. 30 of the Financial Statements.

20. AUDITORS

STATUTORY AUDIT

As per the recommendation of Audit Committee, Board and subsequent approval of the Members in 40th Annual General Meeting 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 22nd September, 2022, for a term of five consecutive years commencing from conclusion of the 40th AGM up to the conclusion of the 45th AGM to be held in the year 2027.

The Statutory Auditors report for the year ended 31st March, 2024 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

SECRETARIAL AUDIT

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 2024-25 to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2024 is annexed herewith as Annexure - 2 to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. During the financial year, your Company has complied with applicable Secretarial Standards respectively.

INTERNAL AUDITORS

M/s Kandoi & Associates, Chartered Accountants was appointed by the Board of Directors as the Internal Auditor of the Company for the financial year 2023-2024. The Report of the Internal Audit is periodically placed before Audit Committee.

COST AUDIT AND COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the Company.

21. 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) Non-Executive Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the forthcoming Annual General Meeting. 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, Mrs. Anju Gupta, (DIN: 01762154) Woman Independent Director resigned w.e.f. 19th September, 2023. Ms. Ayushi Khaitan (DIN: 1071829) was appointed as Woman Independent Director and Mr. Rhythm Arora (DIN:03586033) was appointed as an Independent Directors w.e.f. 18th September, 2023.

Subsequent to the end of the year under review, Mr Vinay Kumar Goenka (DIN:01687463) was re-designated as NonExecutive Non-Independent Director w.e.f. 31st May, 2024 and Mr. Rajeev Goenka (DIN: 03472302) was designated as Managing Director w.e.f. 31st May, 2024.

Ms Manisha Khaitan (ACS: 52851) was appointed as Company Secretary of the Company w.e.f. 24th May, 2023. Ms. Khaitan resigned as the Company Secretary & Compliance Officer of the Company w.e.f. the close of business hours of 31st May, 2024.

Mrs. Megha Patodia (ACS 48639) has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 2nd August, 2024.

The Company Secretary continues to act as the secretary to the committees.

The composition of the Board and KMPs as on 31st March, 2024 are given below:

Sl. Name No	Designation	Category
1. Rajeev Goenka	Non-Executive Director (upto 3oth May, 2024) and Managing Director (w.e.f. 31st May, 2024)	Executive Director/ Key Managerial Person
2. Vinay Kumar Goenka	Non-Executive Director	Non-Executive - Non-Independent Director (w.e.f. 31st May, 2024)
3. Dipak Sundarka	Whole Time Director	Executive Director/ Key Managerial Person
4. Niranjan Kumar Choraria	Independent Director	Non-Executive- Independent Director
5. Ayushi Khaitan	Independent Director	Non-Executive- Independent Director
6. Rhythm Arora	Independent Director	Non-Executive- Independent Director
7. Gopal Kumar Roy	Chief Financial Officer	Key Managerial Person
8. Manisha Khaitan (up to 31st May, 2024)	Company Secretary	Key Managerial Person

was Managing Director up to 30th May, 2024

22. 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) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. MEETINGS

During the Financial Year 2023-2024, 9 (Nine) Board meetings were held on 24th May, 2023, 1st August, 2023, 7th August, 2023, 19th August, 2023, 19th September, 2023, 13th October, 2023, 07th November,2023, 13th February, 2024 and 21st March, 2024 The intervening gap between the two Board Meetings was within the period as prescribed under the Companies Act, 2013. The intervening gap between the two Board Meetings was within the limits as prescribed under the Companies Act, 2013.

24. 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 Individual Director 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.

Each Director being evaluated did not participate in the meeting during discussion on his/her evaluation.

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.

COMMITTEES Audit Committee

The Composition procedure, role/function of the Audit Committee complies 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 24th May, 2023, 07th August, 2023, 19th August, 2023, 07th November, 2023, 13th February, 2024 and 21st March, 2024.

All recommendations made by the Audit Committee during the Financial Year 2023-2024 were accepted by the Board of Directors of the Company.

The composition of Audit Committee as on 31st March, 2024 is as follows:

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	Non-Executive-NonIndependent Director (w.e.f. 31st May, 2024)
4. Ayushi Khaitan	Member	Non-Executive- Independent Director

was Managing Director up to 30th May, 2024

Nomination and Remuneration Committee

The Nomination and Remuneration 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 KMP/ 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) meetings of the nomination and remuneration committee were held on 24th

May, 2023 and 19th August, 2023.

The composition of Nomination and Remuneration Committee as on 31st March, 2024 is as follows:

Sl. No Name	Designation	Category
1. Niranjan Kumar Choraria	Chairman	Non-Executive- Independent Director
2. Ayushi Khaitan	Member	Non-Executive- Independent Director
3. Rajeev Goenka	Member	Non-Executive Director (upto 30th May, 2024) and Managing Director (w.e.f. 31st May, 2024)

Stakeholder 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 1 (One) meeting of the Stakeholders Relationship Committee were held on 07th November, 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 2023-24. At present there are no complaints pending to be resolved before SEBI SCORES.

The composition of Stakeholder Relationship Committee as on 31st March, 2024 is as follows:

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	Non-Executive - NonIndependent Director (w.e.f. 31st May, 2024)

Was Managing Director up to 30th May, 2024

The Company Secretary acts as the Secretary to all the Committee

25. 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.

26. DECLARATION OF INDEPENDENT DIRECTOR

The Independent Directors, namely, Mr. Rhythm Arora, Ms Ayushi Khaitan and Mr. Niranjan Kumar Choraria have given declarations that they meet the criteria required under Section 149(6) of the Companies Act, 2013.

27. 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 forwardlooking statements that may be amended or modified in future on the basis of subsequent developments, information or events. The same is annexed as Annexure - 3 to this Report.

28. PARTICULARS OF EMPLOYEES

The Company have no employee drawing remuneration beyond the limit in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of remuneration of employees are set out as Annexure - 4 to this Report.

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.

29. 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.

30. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for the Financial Year ended 31st March, 2024 is being annexed herewith this Report as Annexure - 5.

31. ANNUAL RETURN (MGT-7)

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

32. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements of all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

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 2023-24 and hence, no complaint is outstanding as on 31st March, 2024 for redressal.

34. LISTING OF SHARES

The equity shares of the Company continue to be listed at BSE Limited.

35. 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.

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

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

37. 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.

For and on behalf of the Company Visco Trade Associates Limited

Sd/-	Sd/-
(Dipak Sundarka)	(Rajeev Goenka)
Whole-time director	Managing Director
DIN: 05297111	DIN: 03472302
Place: Kolkata
Date: 2nd August, 2024