visco trade associates ltd Directors report

To the Members,

The Board has pleasure in presenting the 40^th Annual Report of the Company together with the Audited Statement of Accounts period ended on March 31, 2022 along with Auditors Report thereon.

1. FINANCIAL RESULTS

1. 1 Standalone Results

The performance of the Company for the Financial Year ended March 31, 2022, on a Standalone basis is, summarized below:

PARTICULARS	31.03.2022 Rupees (Lakhs)	31.03.2021 Rupees (Lakhs)
Total Revenue	1321.35	196.16
Other Income	43.85	-
Profit /(Loss) Before Taxation	10.15	46.98
Less: Taxation	0.01	0.94
Profit/ (Loss) After Taxation	10.14	46.04
Less : Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	(43.17)	7.45
Total Comprehensive Income / (Loss) for the Year	(33.04)	53.49

1.2 Consolidated Results

As on March 31, 2022, the Company have 5 (Five) Subsidiary Companies. The performance of the Company for the Financial Year ended March 31, 2022, on a consolidated basis is, summarized below:

PARTICULARS	31.03.2022	31.03.2021
	Rupees (Lakhs)	Rupees (Lakhs)
Total Revenue	2247.68	984.00
Other Income	56.14	17.37
Profit /(Loss) Before Taxation	19.83	(11.38)
Less: Taxation	6.97	2.18
Profit/ (Loss) After Taxation	12.86	(13.55)
Less : Net (Loss) / gain on FVTOCI Equity Securities Net of Taxes	(39.81)	7.46
Total Comprehensive Income / (Loss) for the Year	(26.95)	(6.10)

2. REVIEW OF OPERATIONS & BUSINESS ACTIVITIES & FUTURE OUTLOOK

During the year under review, the Company has made a profit/(Loss) after Tax of Rs.10.14 Lakh for the Financial Year 2021-22 as against Profit/(Loss) after Tax of Rs.46.04 Lakh in the last Financial Year 2020-2021.During the year, operations of the Company were affected due to Covid-19.

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.

During the year the Company has approved the proposal for change in its Management and Control due to change in the shareholdings by way of acquisition of 2,28,500 shares (4.76% shares) of Company from the existing Promoter M/s Amritlaxmi Dealcomm Private Limited through Share Purchase Agreement dated 27^th January, 2022 and acquisition of 1790484 Equity Shares, being 37.28% shares of the Company by Mr. Rajeev Goenka and M/s Golden Goenka Credit Private Limited, being the Acquirers (Proposed New Promoters) from Public through Open Offer.

The Acquirers have made Open Offer of 17,90,484 equity shares of Rs. 10/- each at an offer price of Re. 37.50/- per share representing 37.28% of the paid-up capital of the Company. The Company & Acquirers have made public announcement on 27^th January, 2022 and given public notice in Business Standard in English & Hindi newspaper (all editions), Mumbai Lakshadweep (Marathi daily) and Subhakar (Bengali daily) on 3^rd February, 2022 about the proposed change in the control & management of the Company. The Reserve Bank of India vide its letter no: DNBS.RO.Kol.No.S1454/08.02.400/2021-22 dated 30^th March, 2022 and Securities and Exchange Board of India vide its letter no. HO/CFD/DCR-III/OW/21372/1 DATED 19^th May, 2022 has given its approval for change in the control & management of the Company. The Corrigendum to the Detailed Public Statement for upward revision of price has appeared in Business Standard in English & Hindi newspaper (all editions), Mumbai Lakshadweep (Marathi daily) and Subhakar (Bengali daily) on 23^rd May, 2022. The Tendering period will commence from 6^th June, 2022 and will be closed on 17th June, 2022.

3. EFFECT OF COVID-19 ON THE BUSISNESS OF THE COMPANY

FY2022 was once again dominated by the Covid-19 pandemic as new waves of infection swept across countries. In India, the second wave (called Delta) proved far more deadly than the first that struck in 2020.

The advent of the highly transmissible variant Omicron in early January 2022 (the third wave) spread much dread across the world. During this wave, Indias daily number of reported cases peaked to nearly 3.50 lakh on 20 January 2022 and the active case load was over 22 million as on 23 January 2022. Fortunately, while highly transmissible, Omicron was not as clinically deadly as the Delta variant. So, while many got infected, almost all got well again within a week or so, without hospitalization and mortality.

Considering the nature of business of the Company, the operations of the Company went uninterrupted and the impact of Covid-19 on the business was minimal.

4. SHARE CAPITAL

The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2022 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.

5. 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. 2.03 lakh (FY 2020-21: Rs. 9.21 lakh), has been transferred to the said Reserve. An amount of Rs. 8.12 lakh has been carried to the Balance Sheet, as Surplus fund to retained earnings.

6. MATERIAL CHANGES AND COMMITMENT

On 1^st April, 2022, the Company has made an investment in 50% of the share capital of M/s. Nayek Paper Industries Limited amounting to Rs. 132.70 lakhs. As a result, Nayek Paper Industries Limited has become an Associate of our Company.

Except this, there are no other 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

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company your directors are not recommending any dividend during the financial year.

8. CHANGE IN THE NATURE OF BUSINESS

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

9. CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2022, the Company has 5 (Five) 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 Lambodar Vintrade Pvt. Ltd.

e) M/s Chowrasta Stores 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, 2022. 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.

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

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 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.

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

The Companys Annual Accounts for the F.Y. 2021-22 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.

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

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.

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 the Company is NonBanking Financial Company.

19. 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 2021-22, 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.

20. AUDITORS STATUTORY AUDIT

M/s Das and Prasad, Chartered Accountants, (ICAI Firm Registration Number: 303054E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting ("AGM") of the Company held on September 29, 2017, for a term of five consecutive years commencing from conclusion of the 36^thAGM upto the conclusion of the 40^th AGM to be held in the year 2022. M/s. Das & Prasad has completed its first term of five years and gave their valuable input to the Company during their tenure. Further, as a practice of good Corporate Governance, the Company would like to recommend another Statutory Auditor for the term of five years from the financial year 2022-23.

Accordingly, the Board of Directors of the Company at its Meeting held on May 25, 2022, based on the recommendation of the Audit Committee, approved the appointment of M/s Pawan Gupta & Co., Chartered Accountants (ICAI Firm Registration Number: 318115E) as the Statutory Auditors of the Company for the period of five years from the conclusion of this 40th AGM upto the conclusion of the 45th AGM to be held in the year 2027, subject to the approval of the Members of the Company. The Members of the Company may refer to the accompanying Notice of the AGM of the Company.

The Statutory Auditors report for the year ended March 31, 2022 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 Mrs. Megha Chowdhury, Practicing Company Secretaries (C.P. No. 16482 & Membership Number F-11377) for the financial year 2022-23 to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended March 31, 2022 is annexed herewith as Annexure -II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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) 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 no change in composition of the Board of Directors. The composition of the Board and KMPs as on March 31, 2022 are given below:

Sl. No Name	Designation	Category
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. Manoj Kumar Singh	Chief Financial Officer	Key Managerial Person
6. Manisha Khaitan	Company Secretary	Key Managerial Person

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 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.

23. MEETINGS

During the Financial Year 2021-22, 10 (Ten) Board meetings were held on 17.05.2021, 18.05.2021, 21.06.2021, 12.08.2021, 12.11.2021, 10.01.2021, 01.02.2022, 02.02.2022 and 11.02.2022. 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 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.

25. 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 17.05.2021, 21.06.2021, 12.08.2021,

12.11.2021, 01.02.2022 and 11.02.2022.

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 3 (Three) meetings of the nomination and remuneration committee was held on 17.05.2021, 21.06.2021 and 01.02.2022.

The composition of Nomination and Remuneration Committee

Sl. No Name	Designation	Category
1. Niranjan Kumar Choraria	Chairman	Non-Executive-Independent Director
2. Anju Gupta	Member	Non-Executive-Independent Director
3. Dipak Sundarka	Member	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 2 (Two) meeting of the Stakeholders Relationship Committee were held on 21.06.2021 and 19.03.2022. 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 2021-22. 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

26. 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.

27. 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.

28. 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.

29. CORPORATE GOVERNANCE

A separate Report on Corporate Governance for the Financial Year ended March 31, 2022 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.

30. 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.

31. 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.

32. EXTRACT OF ANNUAL RETURN (MGT-9)

The Extract of Annual Return in Form MGT-9 will be placed on the Companys website at: www.viscotradeassociates.in.

33. 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).

34. 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.

35. 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 2021-22 and hence, no complaint is outstanding as on March 31, 2022 for redressal.

36. LISTING OF SHARES

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

37. 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.

38. 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.

39. 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
For Visco T rade Associates Limited
(Niranjan Kumar Choraria) Director	(Vinay Kumar Goenka) Managing Director
DIN:03626290	DIN:01687463
Place: Kolkata
Date: 25.05.2022