Visco Trade Associates Ltd.
|BSE: 540097||Sector: Financials|
|NSE: N.A.||ISIN Code: INE890S01018|
|BSE LIVE 13:10 | 28 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 540097||Sector: Financials|
|NSE: N.A.||ISIN Code: INE890S01018|
|BSE LIVE 13:10 | 28 Jul||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting the 34thAnnual Report of theCompany together with the Audited Statement of Accounts period ended on 31stMarch 2016 along with Auditor's Report thereon.
The Companys financial performance for the year ended March 31 2016 issummarized as below:-
OPERATIONS AND BUSINESS ACTIVITIES:
During the year under review the Company's Profit after Tax stood at' 3.65 lakhs asagainst' 2.73 lakhs during the last financial year 2014-2015. Your Company is carrying onthe business of Non-Banking Financial Company and holds a valid certificate ofRegistration issued by Reserve Bank of India. Your Company intends to expand intofinancial market segment and capitalize the set up for the same along with increasingcapacity as required by the business. For the purpose of diversification your Companyengaged in the expansion of its core business of financing.
In order to conserve the resources the Directors do not recommend any dividend for theyear ended 31 March 2016.
Pursuant to Section 45IC of Reserve Bank of India Act 1934 your Company has created aspecial Reserve Fund and transferred 25% of its Net Profit as disclosed in the Profit andLoss Account
During the year under review the Company has not issued shares with differentialvoting 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 28000.
Your Company has neither accepted nor renewed any deposits from public within themeaning of sec 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rules 2014 during the year.
The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring. The Financing is done from the Company's own equity.
The Company is a non deposit taking Non-Banking Financial Company and therefore has notaccepted any public deposit during the year. Further your Company has not accepted anydeposits within the meaning of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
As a Non Deposit Taking NBFC your Company always aims to operate in compliance withapplicable RBI laws and regulations and employs its best: efforts towards achieving thesame.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
Your Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Companies (Meetings of Board and its Powers) Amendment Rules 2015as your Company is RBI registered Non-Banking Financial Company whose principal businessinter alia includes financing of companies. Details of Loans Investments Guarantees orsecurity in connection with loans to other body corporate or persons if any as at the endof 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 andcomplexity of its operations. The critical audit observations are shared with the auditcommittee on a quarterly basis for an effecting monitoring of controls and implementationof recommendations. The Audit Committee regularly reviews the audit findings as well asthe adequacy and effectiveness of the internal control measures. Further the Company hasadequate Internal Financial Controls system in place and has obtained reasonable assuranceto provide financial statements that are free from material misstatements.
LISTING OF SHARES:
The equity share of the Company continues to be listed on The Calcutta Stock ExchangeLimited and delisted its share from Uttar Pradesh Stock Exchange Limited. Soon going to belisted on Bombay Stock Exchange too. The In-Principal approval has been received and theprocess is going on.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is a Non-Banking Financial Company and therefore information relating toConservation of Energy and Technology Absorption are not applicable.
The Company has neither earned nor used any foreign exchange during the year underreview
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION QF THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich 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 wouldimpact 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 yourDirectors state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 thatsuch internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable 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 havegiven declarations that they meet the criteria required under Section 149(6) of theCompanies Act 2013.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of the business of theCompany.
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 Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit 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 Section92 (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.
Pursuant to the provisions of Regulation 34 Schedule V of SEBI (LODR) Regulations2015 a separate Report on Corporate Governance for the financial year ended 31 March 2016along with Auditor's Certificate on its compliance is forming part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations 2015 the "BusinessResponsibility Report" (BRR) of the Company for the financial year 2015-2016 isforming part of this Annual Report.
MEETINGS OF BOARD
During the year the Board of Directors duly met 7 (Seven) times on 21.04.201502.05.2015
29.5.2015 02.07.2015 14.08.201513.11.201511.02.2016 in respect of which meetingswith proper notices were given and the proceedings were properly recorded and signed inthe Minutes Book maintained for the purpose.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Board of Directors have reviewed the Management Discussion and Analysis prepared bythe Management and the Independent Auditors have noted its contents. Statement in thisreport of the Company's objective projections estimates exceptions and predictions areforward looking statements subject to the applicable laws and regulations. Company'soperations are affected by many external and internal factors which are beyond the controlof 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 beamended or modified in future on the basis of subsequent developments information orevents.
For further details please refer the report on Corporate Governance forming part of theAnnual 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 RelatedParties are disclosed in Notes of the Financial Statements.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203(1) read with Rule 8 of the Companies(Appointment and Remuneration) Rules 2014 The Company's proposes to appoint Mr. KaranSinghania as the Chief Financial Officer w.e.f. llTh April 2016. However Mr.Gopal Prasad Sharma will resigned from the post of Chief Financial Officer w.e.f. 11thApril 2016. The Board will discuss and will pass the resolution soon. Your Board places onrecord its sincere appreciation of his services rendered during the tenure of hisemployment.
Pursuant to the provisions of section 168 of the Companies Act 2013 Mr. Bal KishanGouriLsaria was resigned from the post of Non Executive Director w.e.f. 29thMay 2015. Your Board places on record its sincere appreciation of his services renderedduring 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 theListing Agreement 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. Debasish Roy (Non-Executive).
The Board has on the recommendation of the Nomination & Remuneration Connnitteeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The mariner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
Mr. Debasish Roy (Non-Executive) Mr. Niranjan Kumar Choraria (Non-Executive/Independent Director) Mrs. Anju Gupta (Non-Executive/lndependent Director) constitute theboard of directors of the company.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of your Company has reconstituted the committee consisting of Mr. Debasish Roy(Non-Executive) Mr. Niranjan Kumar Choraria (Non-Executive/ Independent Director) Mrs.
Anju Gupta (Non-Executive/lndependent Director) with effect from 29th May201S.
Based on the recommendation of the Audit Committee the Board of Directors of yourCompany has reconstituted the committee consisting of Mr. Vinay Kumar Goenka(Executive/Managing Director) Mr. Niranjan Kumar Choraria (Non-Executive/ IndependentDirector) Mrs. Anju Gupta (Non-Executive/lndependent Director) with effect from 29lhMay 2015.
Based on the recommendation of the Stakeholders Relationship Committee the Board ofDirectors of your Company has reconstituted the committee consisting of Mr. Vinay KumarGoenka (Executive/Managing Director) Mr. Niranjan Kumar Choraria (Non-Executive/Independent Director) Mrs. Anju Gupta (Non-Executive/lndependent Director) with effectfrom 29th May 2015.
Based on the recommendation of the Risk Management Committee the Board of Directors ofyour Company has reconstituted the committee consisting of Mr. Vinay Kumar Goenka(Executive/Managing Director) Mr. Niranjan Kumar Choraria (Non-Executive/ IndependentDirector) Mrs. Anju Gupta (Non-Executive/lndependent Director) with effect from 29th May2015.
Information about the Directors proposed to be appointed/ re-appointed stipulated underClause 49 of the Listing Agreement with the Stock Exchanges are provided in the CorporateGovernance Section forming part of this Report. The Board of Directors of your Companyrecommends the appointment/ re-appointment of all the above Directors.
Your Company has received a letter from M/s M. K. Kothari & Associates CharteredAccountants Statutory Auditors of the Company indicating their unwillingness to bereappointed as Statutory Auditors of the Company.
In view of willingness of M/s M. K Kotliari & Associates Chartered Accountantshas been re-appointed as the Statutory Auditor of the Company for the FY 2015-2016 M/s.G. GOENKA & CO. Chartered Accountant has been appointed as the Internal Auditor ofthe Company for the FY 2015-2016. M/s. G. GOENKA & CO. Chartered Accountants haveconfirmed that their appointment if made would be in accordance with the provisions ofthe Companies Act 2013 and that they are not disqualified for appointment.
The observation made in the Auditors Report read together with relevant notesthereon are self-explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.
SECRETARIAL AUDIT & SCRUTINEER 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 hasappointed CS NEERAJ M1SHRA Practicing Company Secretary for the to undertake theSecretarial Audit of the Company along with scrutinizing of e-voting for the FY 2015-2016.The Secretarial Audit report is annexed herewith as Annexure 4 The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to dealwith instance of fraud and mismanagement if any.
The Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment of Women al Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 AH employees(permanent contractual temporary trainees) are covered under the policy. There was nocompliant received from any employee during the financial year 2015-16 and hence nocomplaint is outstanding as on 31.03.2016 for redressal.
RISK MANAGEMENT POLICY IMPLEMENTATION
In todays economic environment Risk Management is a very important part of anyform of business. The main aim of risk management is to identify monitor and takeprecautionary measures in respect of the events that may pose risks for the business. YourCompany's risk management policy is embedded in the business processes.
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 21 of theSEBI LODR (Listing Obligations And Disclosure Requirements) REGULATIONS 2015 the companyhas constituted a business risk management committee. The details of the committee and itsterms of reference are set out in the corporate governance report forming part of theBoards report. At present the company has not identified any element of risk which maythreaten the existence of the company.
Your Company acknowledges to all with whose help cooperation and hard work the Companyis able to achieve the results.
Further your Directors thank the members and customers for the confidence reposed bythem in the Company and also wish to record the appreciation for the sendees and sincereefforts of the Employees Bankers Registrar and Share Transfer Agents of the Company.