Visco Trade Associates Ltd.
|BSE: 540097||Sector: Financials|
|NSE: N.A.||ISIN Code: INE890S01018|
|BSE 00:00 | 08 Aug||49.40||
|NSE 05:30 | 01 Jan||Visco Trade Associates Ltd|
Visco Trade Associates Ltd. (VISCOTRADE) - Director Report
Company director report
TO THE MEMBERS
1. Your Directors have pleasure in presenting the 39thAnnualReport of the Company together with the Audited Statement of Accounts period ended on 31stMarch 2021 along with Auditor's Report thereon. The consolidated performance of theCompany and its subsidiaries has been referred to wherever required.
2. FINANCIAL RESULTS
The Company's financial performance for the year ended March 312021 is summarized as below:-
3. OPERATIONS AND BUSINESS ACTIVITIES:
The Company's Profit/(Loss) after Tax stood at Rs. 46.04 Lakh forthe Financial Year 2020-21 as against' Profit/(Loss) after Tax Rs. (224.55) Lakh in thelast Financial Year 2019-2020. Your Company is carrying on the business of Non-BankingFinancial Company and holds a valid Certificate of Registration issued by Reserve Bank ofIndia. Your Company intends to expand its financial market segment and capitalize the setup for the same along with increased capacity as required by the business. This year theCompany could do slightly better than the last year in spite of the spread of 2ndwave of CORONA (COVID-19) Worldwide. Though all activities were affected due to thisvirus; still the company could manage the things better. The Pandemic COVID-19 are stillspreading and India is now in the same race as rest of the world. We hope to overcome thisVIRUS and we will do much better in the coming years.
'COVlD-19 pandemic had led to a significant decrease in global &local economic activity which may persist. The Company has used the principles ofprudence to provide for the impact of pandemic on the Financial Statements. The Companyhas taken into account the possible impact of COVID-19 in preparation of the auditedstandalone financial results including its assessment of recoverable value of its assetsbased on internal and external information upto the date of approval of these auditedstandalone financial results and current indicators of future economic conditions. Wehope the crisis should end soon and life becomes normal.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company for the year 2021have been prepared in compliance with the applicable provisions of the Companies Act 2013and as stipulated under Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The audited consolidated financial statement togetherwith the Auditor's Report thereon forms part of the Annual Report.
6. MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred from the date ofclose of the financial year till the date of this Report which affect the financialposition of the Company.
Your Company has retained its earnings and therefore do not recommendany dividend.
Your Company has transferred Rs. 9.21 Lakh to Special Reserve Fund forthe FY 2020-21 as required under Section 45IC of Reserve Bank of India Act 1934.
9. SHARE CAPITAL
During the year the Company has not issued shares with differentialvoting rights nor any bonus shares nor granted stock options nor sweat equity. The Paid upEquity Share Capital of the Company is Rs.48028000/-.
10. APPLICABILITY OF ANNUAL ACCOUNTS UNDER IND AS FOR THE FIRST TIME
Your Company's Annual Accounts for the F.Y. 2020-21 has beenprepared as per Accounting Standards under IND AS along with its Subsidiaries.
11. PUBLIC DEPOSITS
The Company is a non-deposit taking Non-Banking Financial Company andtherefore it has not accepted any public deposit during the year. Further your Companyhas not accepted any deposits within the meaning of Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014.
The Company continues to manage its capital receivables inventoriesand other working capital parameters in a very prudent and judicious way. These are keptunder strict check through continuous monitoring. The financing is done from theCompany's Own Equity.
13. RBI GUIDELINES
As a Non Deposit Taking NBFC your Company always aims to operate incompliance with applicable RBI Laws Rules and Regulations and employs its best effortstowards achieving the same.
14. 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 futureoperations.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP)
Mr. Vinay Kumar Goenka continue to hold the position of ManagingDirector and all other Directors work under his guidance and supervision. There has beenno change in Directors and / or KMPs.
16. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
There has been no Qualification Reservation or adverse Remark ordisclosure by the Auditors and therefore no comments or explanation is required in thisregard.
17. DIRECTORS RESPONSIBILITY STATEMENT
In terms of the requirement of Section 134 (3) (c) of the CompaniesAct 2013 your Directors state that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2020-21 five Board meetings were held on22.06.2020 30.07.2020 15.09.2020 11.11.2020 and 12.02.2021. The intervening gap betweenthe 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 prescribedunder the Companies Act 2013.
19. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and individual Directors pursuant to the provisions of theCompanies Act 2013 and SEBI Listing Regulations.
The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the Compositionof Committees Effectiveness of Committee Meetings etc. The above criteria are broadlybased on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India.
20. DIRECTORS AND VARIOUS COMMITTEES
Mr. Dipak Sundarka Director retires by rotation and being eligibleoffers himself for re-appointment. Nomination and Remuneration Committee
The details pertaining to the composition of the Committee are includedin the Corporate Governance Report which is a part of this Report.
The details pertaining to the composition of the Committee are includedin the Corporate Governance Report which is a part of this Report.
Stake Holder Relationship Committee
Since the total number of share holders in the Company is less than onethousand the Company does not require forming any Stake Holder Relationship Committee.
Information about the Directors proposed to be appointed/ re-appointed
21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS
A Policy in respect of Directors Appointment and Remuneration and otherdetails has been made by the Company. The Nomination and Remuneration Committeeapproves/disapproves any such appointments and its terms in accordance with the Policyformed in this respect.
22. AUDITORS - APPOINTMENT/RE-APPOINTMENT / FIXING OF REMUNERATION
As required by the Companies Act 2013 M/s Das and AssociatesChartered Accountants had been appointed as the Statutory Auditors of the Company in theAnnual General Meeting held on 29.09.2017 for a period of 5 years. Their term as theAuditors in the Company will expire at the conclusion of Annual General Meeting to be heldin the year 2022. Till then they will continue to hold position as the Statutory Auditorsof the Company unless otherwise resigned or removed for any reasons. The Appointments /re-appointments and the remuneration thereof are determined on the recommendation ofNomination and Remuneration Committee.
M/s. G. Goenka & Co. Chartered Accountants has been appointed asthe Internal Auditor of the Company for the Financial Year 2021-22.
CS Megha Chowdhury has been appointed as the Secretarial Auditors ofthe Company for the Financial Year 2020-21 and she will also act as the Scrutinizer fore-Voting/manual Voting at the ensuing AGM for the year 2021.
23. AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT
The observation made in the Auditors' / Secretarial Auditors'Report read together with relevant notes thereon are self-explanatory and hence do notcall for any further comments under Section 134 of the Companies Act 2013.
24. RISK MANAGEMENT
In today's economic environment Risk Management is a veryimportant part of any form of business. The main aim of risk management is to identifymonitor and take precautionary measures in respect of the events that may pose risks forthe business. Your Company's risk management policy is embedded in the businessprocesses.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal withinstance of fraud and mismanagement if any.
The Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be made to any person for agenuinely raised concern.
26. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company is exempted from the applicability of the provisions ofSection 186 of the Companies Act 2013 (Act) read with Rule 11 of the Companies (Meetingsof Board and its Powers) Rules 2014 and Companies (Meetings of Board and its Powers)Amendment Rules 2015 as your Company is Non-Banking Financial Company.
27. TRANSACTIONS WITH RELATED PARTIES - SCOPE OF SECTION 188(1) OF THECOMPANIES ACT 2013
Your Company has duly complied with the requirements of the CompaniesAct 2013 while dealing with any related parties. The details of the transaction enteredinto with the Related Parties are disclosed in Notes of the Financial Statements.
28. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to formulate a Policy on Corporate SocialResponsibility or to constitute a Corporate Social Responsibility Committee as it does notfall within the purview of Section 135(1) of the Companies Act 2013.
29. PARTICULARS OF EMPLOYEES
The prescribed particulars of remuneration of employees pursuant toSection 197(12) read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out as Annexure - I to this Report.
30. ANNUAL RETURN (MGT-7)
The Annual Return in Form MGT-7 will be placed on the Company'sWEBSITE at: www.viscotradeassociates.in
31. SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act 2013 andthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 CS MEGHACHOWDHURY Practicing Company Secretary has been appointed to undertake the SecretarialAudit of the Company along with scrutinizing of e-voting for the Financial Year 2020-21.The Secretarial Audit Report is annexed herewith as Annexure - II. The Secretarial AuditReport does not contain any qualification reservation or adverse remark.
32. DECLARATION OF INDEPENDENT DIRECTOR
The Independent Directors namely Mrs. Anju Gupta and Mr. NiranjanKumar Choraria have given declarations that they meet the criteria required under Section149(6) of the Companies Act 2013.
33. CHANGE IN THE NATURE OF BUSINESS
During the year under review there is no change in the nature of thebusiness of the Company.
34. CORPORATE GOVERNANCE
A separate Report on Corporate Governance for the Financial Year ended31st March 2021 is being annexed herewith this Report. However your Companyis exempt from compliance of the provisions of Regulation 34 Schedule V of SEBI (LODR)Regulations 2015 due to its Net-Worth being below the required threshold limits.
35. POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
The Company has no Material Subsidiary during the Financial Year ended31st March 2021. However the Company has following unlisted SubsidiaryCompanies:-
1. M/s Skypack Vanijya Pvt. Ltd;
2. M/s Marudhar Vintrade Pvt. Ltd.;
3. M/s Twinkle Fiscal & Impex Services Pvt. Ltd.;
4. M/s Lambodar Vintrade Pvt. Ltd.; and
5. M/s Chowrasta Stores Private Limited
In compliance with Accounting Standard 21 your Company has preparedits consolidated financial statements which forms part of this annual report. Pursuant tothe provision of Section 129(3) of the Companies Act 2013 a separate statementcontaining the salient features of the subsidiaries in the prescribed form AOC-1 formspart of this report as Annexure-III. The accounts of the subsidiaries will be available toany member seeking such information at any point of time. The financial statement of theCompany along with the accounts of the subsidiaries is available and kept open forinspection at the registered office of the Company.
In accordance with LODR Regulations the Company's policyspecifying the criteria for determining the Material Subsidiaries is available in theCompany website at www.viscotradeassociates.com. There has been no change in the nature ofbusiness of subsidiaries during the year.
36. SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements of Secretarial Standardson Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Board of Directors has reviewed the Management Discussion andAnalysis prepared by the Management. The Independent Auditors have noted its contents.Statement in this report of the Company's Objective Projections Estimates Exceptionsand Predictions are forward looking statements subject to the applicable laws andregulations. Company's operations are affected by many external and internal factors whichare beyond the control of the management. Thus the actual situation may differ from thoseexpressed or implied. The Company assumes no responsibility in respect of forward lookingstatements that may be amended or modified in future on the basis of subsequentdevelopments information or events.
38. 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 andRedressal of Sexual Harassment of Women at Workplace in line with the requirements of theSexual 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 2019-20 andhence no complaint is outstanding as on 31.03.2021 for redressal.
39. HIGHLIGHTS OF INTERNAL CONTROL SYSTEM
The Company has an adequate Internal Control System commensurate withthe size scale and complexity of its operations. The critical audit observations areshared with the audit committee on a quarterly basis for an effective monitoring ofcontrols and implementation of recommendations. The Audit Committee regularly reviews theaudit findings as well as the adequacy and effectiveness of the internal control measures.Further the Company has adequate Internal Financial Controls system in place.
40. LISTING OF SHARES:
The equity shares of the Company continue to be listed at BSE and TheCalcutta Stock Exchange Limited.
41. INTER PERSONNEL RELATIONS
During the year your Company enjoyed cordial relationship theemployees at all levels.
42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The Company is a Non-Banking Financial Company and thereforeinformation relating to Conservation of Energy and Technology Absorption are notapplicable.
The Company has neither earned nor used any foreign exchange during theyear under review.
Your Company acknowledges thanks to all employees and other officersBanks Registrar and Share Transfer Agents (RTA) of the Company shareholders and outsidevendors who have been directly or indirectly connected with the Company for theirco-operation support hard work and for maintaining harmony in the Company.