Your Directors have pleasure in presenting the 35thAnnual Report of theCompany together with the Audited Statement of Accounts period ended on 31stMarch 2017 along with Auditor's Report thereon.
The Company's financial performance for the year ended March 31 2017 is summarized asbelow:- (Amount in `)
|PARTICULARS ||31.03.2017 ||31.03.2016 |
| ||(`) ||(`) |
|Total Turnover ||36467939.13 ||39732302.00 |
|Profit Before Taxation ||903485.06 ||457763.00 |
|Less: Taxation ||278695.31 ||93333.00 |
|Profit After Taxation ||624789.75 ||364430.00 |
|Less: Special Reserve as per RBI ||124958.00 ||68339.00 |
|Less : Arrear of deprecation Adjusted ||- ||- |
|Less : Provision for standard assets ||(10976.00) ||22734.00 |
|Add: Balance Brought Forward From The Last Year ||527467.00 ||254110.00 |
|Balance Carried to Balance Sheet ||1038274.75 ||527467.00 |
OPERATIONS AND BUSINESS ACTIVITIES:
During the year under review the Company's Profit after Tax stood at ` 6.25' lakhs asagainst` 3.65' lakhs during the last financial year 2015-2016. Your Company iscarrying on the 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 2017.
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 thedate 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 Bombay Stock ExchangeLtd The Calcutta Stock Exchange Limited and delisted its share from Uttar Pradesh StockExchange Limited. Soon going to be listed on Bombay Stock Exchange too. The In-Principalapproval has been received and the process 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 hasneither earned nor used any foreign exchange during the year under review.
During the year under review your Company enjoyed cordial relationship with workersand 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 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 applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b) they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period; c) they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; d) they have prepared the annual accounts on a going concernbasis; e) they have laid down internal financial controls to be followed by the Companyand Report 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.
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 2017along 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 2016-2017 isforming part of this Annual Report.
During the year the Board of Directors duly met 9 (Nine) times on 11.04.201627.05.2016 15.06.2016 20.07.2016 05.08.2016 22.09.2016 14.11.2016 13.02.201708.03.2017 in respect of which meetings with proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
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. which was/are materially subsidiary hitherto and alsomaterial subsidiary as per the LODR Regulations 2015. In accordance with LODR Regulationsthe Company's policy on materiality of subsidiaries specifying the criteria fordetermining the Material Subsidiaries is available in the Company websitewww.viscotradeassociates.com. There has been no change in the nature of business ofsubsidiaries during the year under review. However the business model of all thesubsidiaries was same from a job processor of the Company to an independent serviceprovider manufacturer or seller during the year.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the requirements of Secretarial Standards on Meetingsof 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 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 partof 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 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. SusantaKumar Sahoo as the Chief Financial Officer w.e.f. 08th March 2017. However Mr.Karan Singhania will resigned from the post of Chief Financial Officer w.e.f. 08thMarch 2017. 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.
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 threeNon-Executive Directors namely Mr. Niranjan Kumar Choraria (Independent/Non-Executive)& Mrs. Anju Gupta (Independent/Non-Executive) Mr. Debasish Roy (Non-Executive). TheBoard has on the recommendation of the Nomination & Remuneration Committee framed apolicy 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 manner 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/Independent Director) constitute theboard of directors of the company. Based on the recommendation of the Nomination andRemuneration Committee the Board of Directors of your Company has reconstituted thecommittee consisting of Mr. Debasish Roy (Non-Executive) Mr. Niranjan Kumar Choraria(Non-Executive/ Independent Director) Mrs. Anju Gupta (Non-Executive/IndependentDirector) with effect from 29th May 2015. Based on the recommendation of theAudit Committee the Board of Directors of your Company has reconstituted the committeeconsisting of Mr. Vinay Kumar Goenka (Executive/Managing Director) Mr. Niranjan KumarChoraria (Non-Executive/ Independent Director) Mrs. Anju Gupta (Non-Executive/IndependentDirector) with effect from 29th May 2015. Based on the recommendation of theStakeholders Relationship Committee the Board of Directors of your Company hasreconstituted the committee consisting of Mr. Vinay Kumar Goenka (Executive/ManagingDirector) Mr. Niranjan Kumar Choraria (Non-Executive/ Independent Director) Mrs. AnjuGupta (Non-Executive/Independent Director) with effect from 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/ IndependentReport Director) Mrs. Anju Gupta (Non-Executive/Independent Director) with effect from 29thMay 2015. Information about the Directors proposed to be appointed/ re-appointedstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are providedin the Corporate Governance Section forming part of this Report. The Board of Directors ofyour Company recommends 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 unwillingness of M/s M. K.Kothari & Associates Chartered Accountants has placed resigned as the StatutoryAuditor of the Company after the FY 2016-2017 on 07/09/2017 and in place of which M/s Das& Prasad with the approval obtained from BOD on 08/09/2017 to appoint it as StatutoryAuditor M/s. G. GOENKA & CO. Chartered Accountant has been appointed as theInternal Auditor of the Company for the FY 2016-2017. M/s. G. GOENKA & CO. CharteredAccountants have confirmed that their appointment if made would be in accordance withthe provisions of the Companies Act 2013 and that they are not disqualified forappointment.
The observation made in the Auditors' Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe 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 hasappointed CS NEERAJ MISHRA Practicing Company Secretary for the to undertake the
Secretarial Audit of the Company along with scrutinizing of e-voting for the FY2016-2017. The Secretarial Audit report is annexed herewith as Annexure 4. The SecretarialAudit Report 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 strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. All employees(permanent contractual temporary trainees) are covered under the policy. There was nocompliant received from any employee during the financial year 2016-17 and hence nocomplaint is outstanding as on 31.03.2017 for redressal.
RISK MANAGEMENT POLICY IMPLEMENTATION
In today's economic environment Risk Management is a very important part of any formof 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 tosection 134 (3) (n) of the Companies Act 2013 & Regulation 21 of the SEBI LODR(Listing Obligations And Disclosure Requirements) REGULATIONS 2015 the company hasconstituted 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 customersfor the confidence reposed by them in the Company and also wish to record the appreciationfor the services and sincere efforts of the Employees Bankers Registrar and ShareTransfer Agents of the Company.
|For and on behalf of the Board |
|Vinay Kumar Goenka |
|Chairman & Managing Director |
|Place: Kolkata |
|Date: 14.08.2017 |