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बीएसई: 511493  |  NSE: N.A  |  ISIN: INE488C01015  |  Finance - Investments

खोजें वीसीके कैपिटल मार्केट सर्विसेस कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear members,
 
 The Directors have pleasure in presenting their THIRTY SECOND ANNUAL
 REPORT of the Company together with Audited Statement of Accounts for
 the year ended March 31, 2015
 
 FINANCIAL HIGHLIGHTS
 
 The highlights of the Financial Results are as under :
  
                                                                (Rs/000s)
                                  For The Year Ended   For The Year Ended
 PARTICULARS                        March 31, 2015	March 31, 2014
 
 Income From Operations	               135.63	            177.86
 
 Other Income      	            13,483.99	             51.75
 
 Total Income	                    13,619.62	            229.61
 
 Expenses [Except Depreciation 
 Expenses]	                    13,447.56	          1,605.26
 
 Profit / (Loss) Before Depreciation, 
 Amortisation & Taxation	               172.06	        (1,375.65)
 
 Provision For Depreciation	         5.03	            120.60
 
 Add/Less : Prior Period 
 Adjustments (Net)	                   --	                --
 
 Profit / (Loss) Before Tax	       167.03	        (1,496.25)
 
 Provision For Fringe Benefit Tax	   --	                --
 
 Add : Deferred Tax Liability 
 Written Back	                       897.79	             19.38
 
 Profit / (Loss) Before Extra-Ordinary 
 Items [Net of Tax Expenses]	     1,064.82	        (1,476.87)
 
 Less : Extra-Ordinary Items 
 [Net of Tax Expenses]	                   --	                --
 
 Profit / (Loss) After Tax	     1,064.82	        (1,476.87)
 
 Paid-up Share Capital	            90,587.86	         90,587.86
 
 OPERATING & FINANCING PERFORMANCE
 
 There was a steep fall in the Operating Income of the Company during
 the year under review. The Income from Operations reduced by 24%.
 However there has been an increase in the other income of the company
 subject to the sale of property during the year.
 
 CHANGE IN THE NATURE OF BUSINESS
 
 There has been no change in the operational activities of the company
 during the year under review.
 
 MATERIAL CHANGES AND COMMITMENTS
 
 There has been no material changes and commitments, affecting the
 Financial position of the Company, which have occurred between the End
 of the Financial Year of the Company to which the Financial Statements
 relate and the date of the report.
 
 DIVIDEND
 
 No Dividend have been paid during the year under review.
 
 TRANSFER TO RESERVE
 
 There has been no transfer of profit to any reserve during the year
 under review.
 
 CAPITAL STRUCTURE
 
 During the year, there has been no change in the Capital Base of the
 Company, which comprises of 90,50,286 Equity Shares of Rs 10/- each.
 
 OPERATIONS AND FUTURE OUTLOOK Investment Banking and Retail
 Mobilization
 
 Last 8 years was a drag on Indian businesses and which has become more
 palpable in recent times. It is a known fact that Indian Economy is
 going through a period where businesses are in shambles. The leading
 lights of Indian Corporates are declaring losses, which are
 unprecedented in the history of India. The last two years also
 witnessed erosions in the portfolios of lot many investors, Mutual
 Funds are struggling to maintain their Asset Under Management. We are
 a by product of good economy, sound stock market and futuristic growth
 of the Corporate Sector results in business for us.
 
 With the change of guard at the Center and reading the mind of the new
 Government, it is felt that this Government is seriously worried about
 the reduced participation of the Retail Investors participation in
 Mutual Funds and their investment into Equity.
 
 While I write this, I believe the Government impetus should be to see
 that the Retail Investors start participating and diverting their
 investments into Mutual Fund and Equity which in my opinion should be
 beneficial to the Company going forward.
 
 Our efforts to rejuvenate our Sister Company''s Branches to take
 advantage of the perceived Government''s keenness in reviving Retail
 participation. Albeit, we could only be sure of the commitment after
 their policies are declared. At least for the time being, we are
 hopeful.
 
 The Stock Market in last 3 months, is exhausted with a hope the new
 Government gave and now it''s correcting itself to where it started in
 expectation. But, again as I said about the Government policies and
 its fruition would finally decide about the future of the distribution
 and collection Companies, like us.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) introduced by the Companies (Amendment)
 Act, 2000, your Directors state that :
 
 - in the preparation of Annual Accounts, the applicable accounting
 standard have been followed along with proper explanation relating to
 material departures;
 
 - the Directors had selected such accounting policies and applied them
 consistently and made judgments and estimates that are reason- able
 and prudent so as to give true and fair view of the state of affairs
 of the Company at the end of Financial Year March 31, 2015 and the
 Profit or Loss of the Company for the period;
 
 - the Directors had taken proper and Sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act for safeguarding the asset s of the
 Company and preventing and detecting fraud and other irregularities;
 
 - the Directors had prepared the Annual Accounts for the Financial
 Year Ended March 31, 2015 on a going concern basis.
 
 - the Directors had laid down Internal Financial Controls to be
 followed by the Company and that such Internal Financial Controls are
 adequate and were operating effectively.
 
 - the Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
 
 The Company has an Internal Control System, commensurate with the
 size, scale and complexity of its operations. The scope of work
 includes review of process for safeguarding the assets of the Company,
 review of operational efficiency effectiveness of systems and
 processes, and assessing the internal control in all areas.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL Key Managerial Personnel
 
 [1] Mr. Samir Kothari	        ~ Managing Director
 
 [2] Mr. Ayan Bhattacharya	~ Chief Financial Officer
 
 [3] Ms. Chandrani Bhattacharjee ~ Company Secretary
 
 Non-Executive, Non-Independent Directors
 
 [1]	Mr. Hemal Kampani
 
 [2]	Mrs. Shilpa Kampani
 
 [3]	Mr. Sandip Kampani
 
 [4]	Mr. Pradip Belawala
 
 Non-Executive, Independent Directors
 
 [1]	Mr. Madhukar Manilal Bhagat
 
 [2]	Mr. Prafull Pranjivan Shah
 
 [3]	Mr. Nabankur Roy
 
 In accordance with the provisions of the Companies Act, 2013 and the
 Company''s Articles of Association, Mr. Sandip Kampani, Director of
 the Company, retires by rotation at the ensuing Annual General Meeting
 of the Company and being eligible offer for re-appointment.
 
 The above re-appointments form part of the Notice of the Annual
 General Meeting and Profiles of the Directors as required under Clause
 49 of the Listing Agreement are given in the Report on the Corporate
 Governance forming part of this Annual Report.
 
 Cessation
 
 - Mr. Madhukar Kampani, Non-Executive Director of the Company passed
 away on April 02, 2014. The Board places on record its deep
 appreciation for the valuable contribution made by him during his
 tenure as Director of the Company.
 
 - Mr. A. V. Iyengar, Independent Director, has submitted his
 resignation to the Board with effect from February 06, 2015 due to his
 principle to resign since attaining the age of 75 years.
 
 The Board hereby places on record its sincerest thanks and gratitude
 for the invaluable contribution made by Mr. A. V. Iyengar, towards the
 growth and development of the Company during his tenure as a Director.
 
 Appointment
 
 - Mrs. Shilpa Kampani has been appointed as an Additional Director
 w.e.f. February 06, 2015 to fill the vacancy of Women Director on the
 Board;
 
 - Mr. Nabankur Roy has been appointed as an Additional Independent
 Director w.e.f. February 06, 2015;
 
 The Board now recommends the appointment of Mr. Na bankur Roy as an
 Independent Director under Section 149 of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement in the ensuing Annual General
 Meeting to hold office for 5 (Five) consecutive years i.e. for a term
 up to the conclusion of the 37th Annual General Meeting of the Company
 to be held in the year 2020.
 
 MEETINGS OF THE BOARD
 
 During the Financial Year Ended March 31, 2015, 6 (Six) Board Meetings
 were held (including Independent Director''s Meeting) and 4 (Four)
 Audit Committee Meetings were convened and held. The intervening gap
 between the Meetings was within the period prescribed under the
 Companies Act, 2013.
 
 INDEPENDENT DIRECTORS'' MEETING
 
 During the year under review, the Independent Directors met on
 February 10, 2015, inter alia, to discuss:
 
 - Evaluation of the performance of Non Independent Directors and the
 Board of Directors as a whole ;
 
 - Evaluation of the performance of Chairman of the Company, taking
 into account the views of the Executive and Non Executive Directors.
 
 - Evaluation of the quality, content and timelines of flow of
 information between the Management and the Board that is necessary for
 the Board to effectively and reasonably perform its duties.
 
 All the Independent Directors were present at the Meeting.
 
 DECLARATION BY INDEPENDENT DIRECTORS
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 AUDITORS AND AUDITORS'' REPORT Statutory Auditors
 
 M/s. S. Ramanand Aiyar & Co., Chartered Accountants, of Kolkata will
 retire as Statutory Auditors at the conclusion of the forthcoming
 Annual General Meeting of the Company and being eligible offer
 themselves for re-appointment.
 
 Members are requested to consider their appointment to hold office
 from the conclusion of this Annual General Meeting until the
 conclusion of the Fourth consecutive Annual General
 
 Meeting to be held after this meeting, subject to ratification at
 every Annual General Meeting.
 
 The observation made in the Auditors'' Report read together with
 relevant notes thereon are self explanatory and hence, do not call for
 any further comments under Section 134 of the Companies Act, 2013.
 
 The observation of the Auditors are duly dealt in Notes of Accounts at
 attached to the Balance Sheet and are self - explanatory in nature.
 
 Secretarial Audit
 
 The Board has appointed Mrs. Rinku Gupta, Practising Company
 Secretary, to carry out the 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 for
 the Financial Year 2014-15. The Secretarial Audit Report for the
 Financial Year ended March 31, 2015 is annexed herewith and marked as
 Annexure-I to this Report.
 
 COMMITTEES OF THE BOARD
 
 The Company has constituted different Committees under the Board that
 are mandated under the Companies Act, 2013. A Non-Mandatory Committee
 is also formed by the Board.
 
 [I] Mandatory Committees
 
 (a) Audit Committee
 
 The Audit Committee of the Board of Directors oversees the Financial
 Statements and Financial Reporting before submission to the Board.
 
 The Audit Committee is responsible for the recommendation of the
 appointment, remuneration, performance and oversight of the work of
 the Internal and Statutory Auditors. It reviews the Reports of the
 Internal Auditors and Statutory Auditors. The Senior Management
 Personnel are invited to the meetings of the Audit Committee, along
 with the Head of Internal Audit. At present, there are three Members
 of the Audit Committee, in which all are Independent Directors.
 
 The composition of the Audit Committee is given below:
 
 Sl. No.          Name of the Members	           Category
 
                                               Chairman, Independent,
 1.	Praful Pranjivan Shah                 Non-Executive
                                               
 
 2.	Madhukar M. Bhagat                    Independent,
                                               Non-Executive
 
 3.	Sandip Kampani	                      Non-Executive
 
 Vigil Mechanism
 
 The Board has adopted the Vigil Mechanism, which also incorporates a
 whistle blower policy to promote report of any unethical or improper
 practice or violation of the Company''s Code of Conduct or complaints
 regarding its accounting, auditing, internal control or disclosure
 practices. It gives a platform to the whistle blower to report any
 unethical or improper practice (not necessary violation of law) and to
 define processes for receiving and investigating complaints. The
 confidentiality of those reporting violations is maintained and they
 are not subject to any discriminatory practice. More details are
 available at www.vckss.cmlinks. com.
 
 (b) Nomination and Remuneration Committee
 
 Your Company has reconstituted the Nomination and Remuneration
 Committee of the Company pursuant to the provisions of Section 178 of
 the Companies Act, 2013. The functions of this Committee include
 identification of persons who are qualified to become Directors and
 who may be appointed as Senior Management, formulation of criteria for
 determining qualifications, positive attributes, independence,
 recommendations of their appointments to the Board, evaluation of
 every Director''s performance, formulation of Remuneration Policy to
 include recommendation of remuneration for Directors, Key Managerial
 Personnel and Senior Management.
 
 At present, there are four Members of the Nomination and Remuneration
 Committee, in which half are Independent Directors.
 
 The composition of the Nomination And Remuneration Committee &
 Stakeholders Relationship Committee is given below:
 
 Sr. No.            Name of the Members	              Category
                                                    
                                                       Chairman,
 1.	           Pradip Belawala                    Non-Executive
 
 2.	           Hemal Kampani	              Non-Executive
 
 3.	           Praful Pranjivan Shah              Non-Executive
 
 4.	           Nabankur Roy	                      Non-Executive
 
 Remuneration Policy, Details of Remuneration and Other Terms of
 Appointment of Directors.
 
 The Board has, on the recommendation of the Appointment and
 Remuneration Committee framed a Policy for Selection and Appointment
 of Directors, Senior Management and their remuneration. This Policy
 inter-alia includes:
 
 (i) Criteria of Selection of Non-Executive Directors
 
 - Non-Executive Directors will be selected on the basis of
 Identification of Industry / subject leaders with strong experience.
 The advisory area and therefore the role may be defined for each
 independent director;
 
 - The Nomination and Remuneration Committee shall ensure that the
 Candidate identified for Appointment as a Director is not disqualified
 for Appointment under Section 164 of the Companies Act, 2013.
 
 - In case of Appointment of Independent Directors, the Nomination and
 Remuneration Committee shall satisfy itself with regard to the
 independent nature of the Directors vis-a-vis the Company so as to
 enable the Board to discharge its function and duties effectively.
 
 (ii) Remuneration
 
 - The Independent Directors shall be entitled to receive remuneration
 by way of sitting fees for each meeting of the Board or Committee of
 the Board attended by them, or such sum as may be approved by the
 Board of Directors within the overall limits prescribed under the
 Companies Act, 2013 and The Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014.
 
 - In addition, Independent Directors shall be entitled to receive
 reimbursement of expenses for participation in the Board/ Committee
 Meetings.
 
 (b) Share Transfer and Stakeholders Relationship Committee
 
 Your Company has reconstituted the Share Transfer and Stakeholders
 Relationship Committee of the Company pursuant to the relevant
 provisions of the Companies Act, 2013 which comprises of three
 Non-Executive Directors. The committee was headed by the Chairman of
 the Board Mr. Madhukar V. Kampani. Due to the demise of Mr. Madhukar
 V. Kampani, Mr. Pradip Belawala has been elected as the Member and
 also the Chairman of the Committee w.e.f. May 27, 2014
 
 The functions of this committee are well explained in the Corporate
 Governance Report.
 
 The composition of the Share Transfer and Stakeholders Relationship
 Committee is given below:
 
 Sr. No. Name of the Members             Category
 
 1.	Pradip Belawala	          Chairman, Non-Executive
 
 2.	Hemal Kampani	          Non-Executive
 
 3.	Sandip Kampani	          Non-Executive
 
 RISK MANAGEMENT POLICY
 
 The Management has put in place adequate and effective system and man
 power for the purposes of risk management. In the opinion of the
 Board, following would threaten the existence risk of the Company:
 
 - Staying one step ahead of risk
 
 The company has laid down a well-defined risk management mechanism
 covering the risk mapping and trend analysis, risk exposure, potential
 impact and risk mitigation process. A detailed exercise is being
 carried out to identify, evaluate, manage and monitoring of both
 business and non-business risks.
 
 FORMAL ANNUAL EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 the Board has
 carried out the annual performance evaluation of its own performance,
 the Directors individually including the Chairman of the Board as well
 as the evaluation of the Committees of the Board. The performance
 evaluation of the Independent Directors was also carried out by the
 entire Board.
 
 The results of the evaluation done by Independent Directors were
 reported to the Chairman of the Board. It was reported that the
 performance evaluation of the Board, Committee etc. was satisfactory.
 The Directors expressed their satisfaction with the evaluation
 process.
 
 VCK FIXED DEPOSIT SCHEMES
 
 As reported earlier the Company continued honouring all its
 obligations regarding Fixed Deposit repayments on maturity including
 interest thereon.
 
 Information as per Non-Banking Finance Companies Acceptance of Public
 Deposits (Reserve Bank) Directions, 1998 as on March 31, 2015 is
 furnished below :
 
 Unclaimed Deposits
 
 Against the amount lying under Unclaimed Public Deposits, an Investors
 Education and Protection Fund has been opened. The amount lying in
 Investor Education and Protection Fund as on March 31, 2015 is ''
 45,533/-.
 
 ORDERS PASSED BY THE REGULATORS
 
 There has been no significant and material orders passed by the
 Regulators or Courts or Tribunals impacting the going concern status
 and Company''s operations in future.
 
 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN
 
 There has been no cases lodged under Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 The particulars of Conservation of Energy and Technology Absorption as
 required under Section 134(3)(m) of the Companies Act, 2013, read with
 the Companies (Accounts) Rules, 2014 are not applicable to the
 Company.
 
 FOREIGN EXCHANGE EARNINGS OUTGO
 
 During the period under review there was no Foreign Exchange Earnings
 or out flow.
 
 PARTICULARS OF EMPLOYEES
 
 None of the Employees of the Company are covered under Section 197(12)
 of the Companies Act, 2013 read with the Companies (Particulars of
 Employees) Rules, 1975, as amended
 
 SUBSIDIARY / JOINT VENTURES / ASSOCIATES
 
 The Company has no Subsidiary/ Joint Ventures/ Associates.
 
 PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
 
 All Contracts/Arrangements/Transactions entered by the Company during
 the Financial Year with related parties were in the ordinary course of
 business and on an arm''s length basis. During the year, the Company
 had not entered into any Contract/Arrangement/Transactions with
 related parties that could be considered material in accordance with
 the Policy of the Company on materiality of related party
 transactions.
 
 Your Directors draw attention of the Members to Note 34 of the
 Financial Statement, which sets out related party disclosures.
 
 PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES
 PROVIDED.
 
 No loan given, investment made, guarantee given and security provided
 during the Financial Year under Report. Although an outstanding amount
 stands in the Books of the company as explained in Note 12(2).
 
 DEPOSITORY SYSTEM
 
 As the Members are aware, your Company''s shares are tradable
 compulsorily in Electronic Form and the Company has established
 connectivity with both the Depositories in the Country i.e. NSDL and
 CDSL. In view of the various advantages offered by the Depository
 System. Members are requested to avail of the facility of
 dematerialization of the Company''s shares on either of the aforesaid
 Depositories.
 
 CODE OF CONDUCT
 
 The Board of Directors have approved a Code of Conduct, which is
 applicable to the Members of the Board and all Employees in the course
 of day-to-day business operations of the Company.
 
 PREVENTION OF INSIDER TRADING
 
 The Company has adopted a Code of Conduct for Prevention of Insider
 Trading with a view to regulate trading in Securities by the Directors
 and Designated Employees of the Company. The Board is responsible for
 implementation of the Code.
 
 EXTRACT OF ANNUAL RETURN
 
 The Details forming part of the Extract of the Annual Return in Form
 MGT-9 is annexed herewith and marked as Annexure -II to this Report.
 
 CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 As required by the Listing Agreement with the Stock Exchanges, reports
 on Corporate Governance and Management Discussion & Analysis Report,
 as approved by the Board, together with a Certificate from our Company
 Secretary are set out in the Annexure forming part of this report.
 
 However as per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated
 15th day of September, 2014, the provisions of Clause 49 does not
 stand applicable for the Company with effect from 1st day of October,
 2014. Therefore the Corporate Governance Report is prepared for the
 half year ended 30th day of September, 2014.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As per Section 135 of the Companies Act, 2013, the provisions for
 Corporate Social Responsibility are not applicable to the Company.
 
 LISTING
 
 Your Company''s shares are listed at BSE Limited and The Calcutta Stock
 Exchange Limited. However, delisting Application with The Calcutta
 Stock Exchange Limited is still under process.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to thank the Shareholders, Clients, Bankers and
 Others associated wit h the Company for their continued support during
 the year. Your Directors also wish to place on record their
 appreciation for the dedication and commitment of the Employees at all
 levels.
 
 On Behalf of the Board of Directors
 
 Hemal Kampani 
 Chairman
 
 Place : Kolkata 
 Date : May 29, 2015
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `566.52 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `183.41 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `800 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `818 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `140.36 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `42.76 Cr की बिकवाली की
  • MARKET CUES : स्टॉक ऑप्शंस में `79.20 Cr की बिकवाली की
  • MS ON TCS : Equal-weight रेटिंग, लक्ष्य `1,980/Sh
  • MS ON TITAN : Equal-weight रेटिंग, लक्ष्य `1240/Sh
  • MS ON ICICI BANK : Overweight रेटिंग, लक्ष्य `665/Sh

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