ANNUAL REPORT Mukti World, Ballygunge Phari Kolkata - 700019 Telephone : (91) (033) 4009-9999 / 9935 CONTENTS PAGE # Green Initiative 3 Notice 5 Directors’ Report 10 Corporate Governance

ANNUAL REPORT

2014-15

VCK CAPITAL MARKET SERVICES LIMITED

32ND

BOARD OF DIRECTORS

Mr. Hemal Kampani ~ Chairman Mr. Samir Kothari ~ Managing Director Mr. Sandip Kampani ~ Director Mr. Madhukar M. Bhagat ~ Director Mr. Pradip Belawala ~ Director Mr. Prafull Pranjivan Shah ~ Director Ms. Shilpa Kampani ~ Director Mr. Nabankur Roy ~ Director

CHIEF FINANCIAL OFFICER

Mr. Ayan Bhattacharjee

COMPANY SECRETARY

Ms. Chandrani Bhattacharjee

AUDIT COMMITTEE

Mr. Prafull Pranjivan Shah ~ Chairman Mr. Madhukar M. Bhagat ~ Member Mr. Sandip Kampani ~ Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Pradip Belawala ~ Chairman Mr. Hemal Kampani ~ Member Mr. Prafull Pranjivan Shah ~ Member Mr. Nabankur Roy ~ Member

AUDITORS

S. RAMANAND AIYAR & CO., Chartered Accountants 114F/1D, Selimpur Road, Kolkata - 700031

BANKERS

HDFC Bank Limited Standard Chartered Grindlays Bank State Bank of India

REGISTERED OFFICE

16, India Exchange Place, Room # 19, First Floor, Kolkata - 700001 Telephone : (91) (033) 2231-1308 / 1039 Facsimile : (91) (033) 2287-8479 E-mail : [email protected] Website : www.vckgroup.com

SHARE TRANSFER & STAKEHOLDER RELATIOHSHIP COMMITTEE

Mr. Pradip Belawala ~ Chairman Mr. Hemal Kampani ~ Member Mr. Sandip Kampani ~ Member

CORPORATE OFFICE

23, Rustamjee Street, 2nd Floor Behind Mukti World, Ballygunge Phari Kolkata - 700019 Telephone : (91) (033) 4009-9999 / 9935

CONTENTS PAGE #

Green Initiative 3

Notice 5

Directors’ Report 10

Corporate Governance Report 29

Management Discussion and Analysis Report 36

CEO / CFO Certificate 37

Auditors’ Certificate on Corporate Governance 38

Auditors’ Report 39

Balance Sheet 43

Profit and Loss Account 44

Significant Accounting Policies 45

Notes on Financial Statement 47

Cash Flow Statement 60

Proxy Form and Attendance Slip 61 & 63

BRANCH OFFICES

JAMSHEDPUR Holding # D, Chand Villa, Opp. Gopal Maidan Contract Area [Imperial Bank Area] Jamshedpur - 831001 Jharkhand Telephone : (91) (0657) 222-4395 MUMBAI 202, Malhotra Chambers, 31/33, Police Court Lane, Fort, Mumbai - 400001 Maharashtra Telephone : (91) (022) 6632-5727 / 5731 Facsimile : (91) (022) 6632-5737

CORPORATE GOAL

Wednesday, the 5th day of August, 2015 at 11.00 a.m. at BHARATIYA BHASHA PARISHAD

36A, Shakespeare Sarani, Kolkata - 700017

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32ND ANNUAL REPORT - 2014-15

REGISTRAR AND SHARE TRANSFER AGENT

C. B. MANAGEMENT SERVICES PRIVATE LIMITED P-22, Bondel Road, Kolkata - 700019

Phone : (91) (033) 4011-6700/2280; 4011-6692/2282; 4011-3643/2487; 4011-0263; Facsimile : (91) (033) 4011-6739 E-mail ID : [email protected]; Website : www.cbmsl.com


DEAR SHAREHOLDER

Sub : MCA’s Green Initiative for Paperless Communications

Ministry of Corporate Affairs (“MCA”) has recently taken a “Green Initiative in Corporate Governance” by allowing paper-less compliances by the companies. Towards this, MCA has issued Circulars dated 21 April 2011 and 29 April 2011 stating that the service of notice / document by a company to its shareholders can now be made through electronic mode, subject to a few conditions.

Our company appreciates the initiative taken by MCA, as it believes strongly in a Greener Environment. This initiative also helps in prompt receipt of communication, apart from helping avoid losses/delays in postal transit.

We, therefore, propose to send documents, such as the Notice of the Annual General Meeting, Annual Report, Half- yearly communications etc. henceforth to shareholders in Electronic Form at the e-mail address provided by them and made avail-able to us by the depositories from time to time.

In case you wish to receive all the above communications in electronic form; and

[A] hold your shares in dematerialized form, kindly register your e-mail address with your Depository Participant at the earliest; or

[B] hold your shares in physical form, kindly register your e-mail address with C. B. Management Services Private Lim-ited, our Registrar and Share Transfer Agent, at the following address at the earliest;

Mr. Kuntal Mustafi, Manager C. B. Management Services Private Limited P-22, Bondel Road. Kolkata - 700019 E-mail Address: [email protected]

You may use the format given below for registering your e-mail address with C. B. Management Services Private Limited.

We wish to inform you that in addition to getting the documents through your registered e-mail, you can also have access to the documents through our company website, www.vckgroup.com The document will also be available to you for inspec-tion at the Registered Office of the company during office hours.

We are sure you would appreciate the “Green Initiative” taken by MCA, just as it is being welcomed by companies like us. Needless to say, you will be, as a member of the company, entitled to be furnished with a copy of the above mentioned documents as required under the provisions of the Companies Act, 1956, free of cost, upon receipt of a requisition from you any time.

We solicit your whole-hearted co-operation in helping the Company implement the e-governance initiatives of the Govern-ment in the interest of environment, which is the need of the hour.

This communication may be ignored, if your email address is already registered with your Depository Participant/ Karvy Computershare Private Ltd.

Thanking you,

Yours faithfully, For VCK Capital Market Services Limited, Chandrani Bhattacharjee Company Secretary

GREEN INITIATIVE

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E-COMMUNICATION REGISTRATION FORM

[Exclusively meant for Shareholders holding shares in physical form]

To Mr. Kuntal Mustafi Manager C. B. MANAGEMENT SERVICES PRIVATE LIMITED P-22, Bondel Road, Kolkata - 700019

Please register my above e-mail ID in your records for receiving communication in electronic form from the Company. …………………………………………………... Signature of the First Holder Date : …………………. Note : Shareholder(s) are requested to keep the Company informed of change, if any, in the e-mail address.

Name of the Company : VCK CAPITAL MARKET SERVICES PRIVATE LIMITED

Folio No. / Client ID :

Name of First Registered Holder :

:

Name of Joint Holder(s)

E-mail ID [to be registered] :

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NOTICE

NOTICE is hereby given that the THIRTY SECOND AN-NUAL GENERAL MEETING of the Members of VCK CAPI-TAL MARKET SERVICES LIMITED (CIN-L67190WB1983PLC0356 58) will be held on WEDNESDAY, the 5th day of AUGUST, 2015 at 11.00 A.M. at BHARATIYA BHA-SHA PARISHAD, 36A, Shakespeare Sarani, Kolkata - 700017 to transact the following business:

ORDINARY BUSINESS [1] To receive, consider and adopt the Audited Balance Sheet

as at March 31, 2015 and the Profit and Loss Account for the Year Ended on that date along with the Reports of the Board of Directors and Auditors thereon.

[2] To appoint a Director in place of Mr. Sandip Kampani having Director Identification Number 00057700, who retires by rotation and is eligible for re-appointment.

[3] Appointment of Statutory Auditor To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sec-tions 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and The Companies (Audit and Auditors) Rules, 2014, (the Rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), S. RAMANAND AIYAR & CO., Chartered Accountants, Kolkata having Registration No. 000990N, who have offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby re-appointed as Statutory Auditors of the Company for the Company’s Financial Year 2015-16, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Third consecutive Annual General Meeting of the Company to be held after this meeting subject to the ratification by the Members at every Annual General Meeting, on such remuneration as may be agreed upon by the Board of Directors and the Auditors of the Company.”

SPECIAL BUSINESS 4. To appoint Mrs. Shilpa Kampani (DIN: 00057759) as a

Director at the ensuing Annual General Meeting and in this regard to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sec-tions 149, 152 , 160 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there-

under, Mrs. Shilpa Kampani (DIN : 00057759`), who was appointed as the Additional Director of the Company and who holds office of Director upto the date of ensuing Annual General Meeting, and in respect of whom the Company has received a Notice in writing under Section 160 of the Companies Act, 2013, from a member signify-ing his intention to propose her candidature for the office of Director, be and is hereby confirmed as a Director of the Company with effect from the date of the Annual General Meeting, liable to retire by rotation.”

5. To appoint Mr. Nabankur Roy (DIN: 00057751) as a Direc-tor at the ensuing Annual General Meeting and in this regard to consider and if thought fit, to pass with or with-out modification(s), the following resolution as an Ordi-nary Resolution:

“RESOLVED THAT pursuant to the provisions of Sec-tions 149, 152 , 160 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there-under, Mr. Nabankur Roy (DIN: 00057751), who was ap-pointed as the Additional Director of the Company and who holds office of Director upto the date of ensuing Annual General Meeting and in respect of whom the Company has received a Notice in writing under Section 160 of the Companies Act, 2013, from a member signify-ing his intention to propose his candidature for the office of Director, be and is hereby confirmed as a Director of the Company with effect from the date of the Annual General Meeting, liable to retire by rotation.”

By Order of the Board

Chandrani Bhattacharjee Company Secretary

Registered Office 16, India Exchange Place Room # 19, First Floor Kolkata - 700001

Dated : June 26, 2015

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NOTES [1] An Explanatory Statement pursuant to Section 102 of the

Companies Act, 2013 relating to the Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.

[2] The Register of Members and Share Transfer Books in respect of the Equity Shares of the Company shall re-main closed from Saturday, August 01, 2015 to Wednes-day, August 05, 2015 [both days inclusive].

[3] A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL IN-STEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGIS-TERED OFFICE NOT LESS THAN 48 HOURS BE-FORE THE MEETING.

A person can act as a Proxy on behalf of Members not exceeding Fifty and holding in the aggregate not more than Ten percent of the Total Share Capital of the Com-pany carrying voting rights. A Member holding more than Ten percent of the Total Share Capital of the Com-pany carrying voting rights may appoint a single person as Proxy and such person shall not act as a Proxy for any other person or shareholder.

[4] The Business set out in the Notice will be transacted through Electronic Voting System and the Company is providing Facility for voting by Electronic means. In-structions and other information relating to E-Voting are given hereunder as “Procedure For E-Voting”.

[5] Only bona-fide members of the Company whose names appear on the Register of Members/Proxy Holders, in possession of valid attendance slip duly filled and signed will be permitted to attend the meeting. The Company reserves its rights to take all steps as may be deemed necessary to restrict non –members from attending the meeting.

[6] Members of the Company holding more than one share certificate in the same name under different Ledger fo-lios, are requested to apply for consolidation of such folios and send the relevant Share certificates to the Company’s Registrar & Share Transfer Agent M/s. C.B. Management Services (P) Limited, situated at P-22, Bon-del Road, Kolkata – 700019.

[7] Please note that as per the notification of SEBI, the Com-pany’s shares are under compulsory Demat trading, with effect from November 27, 2000 for all the investors. The Shareholders who are still holding shares in physical form are requested to take immediate steps to Demat

their shares to avail easy liquidity, since trading of shares of the Company are under compulsory Demat Mode as per the regulation of SEBI and also to prevent any loss of physical Share Certificate. You are therefore, requested to Demat your Shareholding to avoid any in-convenience in future.

[8] Members who hold shares in dematerialized form are requested to bring their Depository ID Number and Cli-ent ID Number for easier identification of attendance at the Annual General Meeting.

[9] Members are also requested to notify change in address, if any, immediately to the Company’s Registrar & Share Transfer Agent M/s. C.B. Management Services (P) Lim-ited, situated at P-22, Bondel Road, Kolkata - 700 019 by quoting their Folio Number(s).

[10] A member interested of getting any information on the accounts or operations of the Company is requested to forward his request to the Company at least 10 days prior to the meeting to the Company Secretary at the Registered Office so that the required information can be made available at the meeting.

[11] Information for Directors seeking appointment/reappointment as required to be furnished pursuant to Clause 49 of the listing agreement is given in the report on Corporate Governance.

[12] The annual report of the Company circulated to the members of the Company will be made available on the Company’s website at www.vckgroup.com.

[13] Members are requested to inform their correct e-mail address, if any, to the Depositories (if shares held in De-mat Form) and to our Registrars by visiting the website “www.cbmsl.com/green.php” (if shares held in Physical Form) in compliance of Green Initiative as per Circular No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Af-fairs to facilitate the Company to send Notice/Documents through e-mail.

[14] Notice of AGM and Copies of Annual Report 2015 are being sent by electronic mode only to all the members whose email address are registered with the Company / Depository participants for communication purpose unless any members has requested for hard copy of An-nual report . For members who have not registered their email address, physical copies of the Annual report 2015 are being sent by the permitted mode. Members are re-quested to bring their own copies of the Annual Report and Admission Slip at the Meeting.

[15] Pursuant to Section 108 of the Companies Act, 2013, read

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with the relevant Rules of the Act, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members/List of Beneficial Owners as on July 29, 2015, are entitled to vote on the Resolutions set forth in this Notice. The e-voting period will commence August 02, 2015 from 9.00 am and will end August 04, 2015 till 5.00 p.m.

The Company has appointed Mr. Atul Kumar Labh of M/s A.K. LABH & CO, Practicing Company Secretaries, to act as the Scrutinizer for conducting the scrutiny of the votes cast. The process and manner for availing E-Voting facility is attached with the Notice.

[16] Similarly, members opting to vote physically can do the same by remaining present at the meeting and should not exercise by opting for e-voting, then votes casted through e-voting shall only be taken into consideration and treated valid whereas votes casted physically at the meeting shall be treated as invalid. The instructions of e-voting are as under, members are requested to follow the instructions below to cast their vote through e-voting.

[17] A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners main-tained by the depositories as on the cut – off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM.

Members are requested to bring their own copies of the An-nual Report and Admission Slip at the Meeting.



Registered Office 16, India Exchange Place Room # 19, First Floor Kolkata - 700001 Dated : June 26, 2015

PROCEDURE FOR E-VOTING [1] In compliance with the provisions of Section 108 of the Companies

(Management and Administration) Rules, 2014 as amended vide Compa-nies (Management and Administration) amended Rules, 2015, and Clause 35B of the Listing Agreement entered into with the Stock Exchanges, the Company is pleased to provide Members facility to exercise their right to vote by electronic means in respect of business to be transacted at the 32nd Annual General Meeting (AGM) which includes remote e-voting (i.e. voting electronically from a place other than the venue of the general meeting) by using electronic voting facility provided by Central Deposi-tory Services (India) Limited (CDSL). The facility of voting through ballot

paper shall be made available at the AGM and members attending the meeting who have not cast their vote by remote e-voting shall be eligible to exercise their right to vote at the meeting through Polling Paper.

[2] Persons who have acquired shares and have become Members after the dispatch of Notice of the AGM but before the ‘Cut-off Date’ of July 29, 2015 may obtain their “Sequence Number” for e-voting from Company’s Registrar and Transfer Agent, M/s. C. B. Management Services (P) Limited, situated at P-22, Bondel Road, Kolkata - 700019 (Ph: (91)(033) 4011-6700 / 11 / 18 / 23 / 28).

[3] The e-voting period commences from August 02, 2015 at 9.00 AM and ends on August 04, 2015 at 5.00 PM.

(A) The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on resolution is cast by the shareholders, he/she shall not be allowed to change it subsequently.

(B) The instructions for members for voting electronically are as under:-

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now Enter your User ID (For CDSL : 16 Digits Beneficiary ID; For NSDL : 8 Character DP ID followed by 8 Digits Cli-ent ID). Members holding shares in Physical Form should enter Folio Number Registered with the Company.

(iv) Next enter the Image Verification as displayed and click on log in.

(v) If you are holding shares in Demat Form and had logged on to www.evotingindia.com and cast your vote earlier for EVSN of any Company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physical form will then reach

directly the ‘Company Selection Screen’. However, Members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat hold-ers for voting for resolutions of any other Company on which

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PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Com-pany/Depository Participants are requested to use the first 2 Alphabets from First Holder Name + 8 Characters of sequence number in the PAN field.

In case the sequence number is less than 8 Characters then insert applicable number of 0’s after the first 2 Alphabets of the Name in CAPITAL LETTERS, to fulfill the 10 character require-ments. Example if your name is RAMESH KUMAR with sequence number 1, then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to

login. If the details are not recorded with the depository or company please enter the Member ID/ Folio no. in the Divi-dend Bank’s details field as mentioned in instruction vii.

For Members holding shares in Demat Form as well as Physical Form


they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(x) Now, select the Electronic Voting Sequence Number (EVSN) - “150702002” along with “VCK CAPITAL MARKET SER-VICES LIMITED” from the drop down menu and click on “SUBMIT”.

(xi) On the voting page, you will see Resolution Description and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolutions.

(xiii) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on “CLICK HERE TO PRINT” option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvii) Note for

(i) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

(ii) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

(iii) After receiving the login details, a Compliance User should be created using the Admin Login and Pass-word. The Compliance User would be able to link the account(s) for which they wish to vote on.

(iv) The list of accounts should be mailed to helpdesk. [email protected] and on approval of the accounts they would be able to cast their vote.

(v) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xviii) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs“) and e-voting manual available at www.evotingindia.com under help section or write an e-mail to [email protected].

(C) The voting period begins on August 02, 2015 from 9.00 am and will end August 04, 2015 till 5.00 p.m. During this period Shareholders’ of the Company, holding shares either in physical form or in demateri-

alized form, as on the cut-off date (record date) of July 29, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

[4] Institutional Members/Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are author-ized to vote through e-mail at [email protected] with a copy marked to [email protected] on or before 4th day of August, 2015 by 5 pm, without which the vote shall not be treated as valid.

[5] The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date (record date) of July 29, 2015.

[6] The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members/ depositories as at closing hours of business, on 3rd July, 2015.

[7] The shareholders shall have one vote per equity share held by them as on the cut-off date (record date) of 29th July, 2015. The facility of e-voting would be provided once for every folio/ client id, irrespective of the num-ber of joint holders.

[8] Mr. A. K. Labh, Practicing Company Secretary (Membership No. C. P. 3238) has been appointed as the Scrutinizer for the e-voting processes in a fair and transparent manner. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the pres-ence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a con-solidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

[9] The result shall be declared on or after the Annual General Meeting of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the website of CDSL and also of the Company and will be communicated to The Bombay Stock Exchange and The Calcutta Stock Exchange Limited, where the Company’s shares are listed.

[10] The Scrutinizer’s decision on the validity of the Ballot Paper/ Polling Paper form shall be final.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 RELATING TO THE SPECIAL BUSI-NESSES TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING (AGM):

ITEM NO. 4 Mrs. Shilpa Kampani, was appointed as Additional Director of the Company at the meeting of the Board of Directors of the Company held on the 06th day of February, 2015. In terms of the provisions of Section 161 of the Companies Act, 2013, she holds office of the Direc-tor up to the ensuing Annual General Meeting.

In terms of the second proviso to Sub-Section 1 of Section 149 of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and in terms of Clause 49 of the Listing Agreement, every Company should have at least one woman Director. Further, in terms of Sub-Section 2 of Section 149 of the Com-panies Act, 2013, every Company existing on or before the commence-ment of this Act shall within one year of such commencement comply with the requirements of this provisions i.e. Sub-Section 1 of Section 149. Section 149 came into effect on 01st day of April, 2014.

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The Company has received a notice in writing, along with the requi-site deposit, under Section 160 of the Companies Act, 2013, from a member signifying its intension to propose the candidature of Mrs. Shilpa Kampani for the office of Director.

The Company has received from Mrs. Shilpa Kampani

(1) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Direc-tors) Rules, 2014 and

(2) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013.

The Board is of the opinion that the Appointment of Mrs. Shilpa Kam-pani, if made, will prove beneficial for the development and growth of the Company. The Board recommends the resolution as set out in the Notice for the consideration and approval of the members at the An-nual General Meeting,

None of the Directors or Key Managerial Personnel of the Company and their relatives, except Mrs. Shilpa Kampani, Mr. Hemal Kampani and Mr. Sandip Kampani, Directors of the Company, are concerned or interested, financially or otherwise, in the aforesaid resolution.

ITEM NO. 5 Mr. Nabankur Roy, was appointed as Non-Executive Independent Director of the Company pursuant to the provisions of Section 149 of the Companies Act, 2013.

In terms of Section 149 of the Companies Act, 2013 and other applica-ble provisions of the Companies Act, 2013, read with the Rules made thereunder, every listed Company shall have at least one–third of the total number of Directors as Independent Directors.

Therefore, with a view to comply with the new requirements of the provisions of Section 149 of the Companies Act, 2013, the Board of Directors thought it fit to appoint Mr. Nabankur Roy for a period of five years. Accordingly the Board of Directors of the Company at its meeting held on the 06th day of February, 2015, have made to con-tinue appointment of Mr. Nabankur Roy as an Independent Director to hold office upto a term of consecutive five years from 06th day of February, 2015, not liable to retire by rotation.

The Company has received from Mr. Nabankur Roy

(1) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Direc-tors) Rules, 2014 and

(2) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013.

(3) Declaration of Independence under Sub-Section (7) of Section 149 of the Companies Act, 2013

The Company has received a notice in writing, along with the requi-site deposit, under Section 160 of the Companies Act, 2013, from a member signifying its intension to propose candidature of Mr. Na-bankur Roy for the office of Director.

In the opinion of the Board of Directors, Mr. Nabankur Roy, the Inde-

pendent Director, fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder and he is independent of the Management.

All the relevant documents in connection with the appointment of Mr. Nabankur Roy, are available for inspection without any fee by the Members at the Company’s Registered Office during normal business hours on working days upto the date of the Annual General Meeting.

The Board is of the opinion that the Appointment of Mr. Nabankur Roy, if made, will prove beneficial for the development and growth of the Company. The Board recommends the resolution as set out in the Notice for the consideration and approval of the members at the An-nual General Meeting.

None of the Directors or Key Managerial Personnel of the Company and their relatives, , are concerned or interested, financially or other-wise, in the aforesaid resolution.



Registered Office 16, India Exchange Place Room # 19, First Floor Kolkata - 700001


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DIRECTORS’ REPORT

To The Members Of VCK CAPITAL MARKET SERVICES LIMITED

Your Directors have pleasure in presenting their THIRTY SECOND ANNUAL REPORT of the Company together with Au-dited Statement of Accounts for the year ended March 31, 2015

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as under :


(`/000s)

PARTICULARS For The Year Ended For The Year Ended

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 Com-pany during the year under review. The Income from Opera-tions reduced by 24%. However there has been an increase in the other income of the company subject to the sale of prop-erty 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, affect-ing the Financial position of the Company, which have oc-curred 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 `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 portfo-lios 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.

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With the change of guard at the Center and reading the mind of the new Government, it is felt that this Government is seri-ously 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 di-verting their investments into Mutual Fund and Equity which in my opinion should be beneficial to the Company going for-ward.

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 ac-counting 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 esti-mates that are reasonable 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 Finan-cial Controls are adequate and were operating effectively.

the Directors have devised proper systems to ensure com-pliance 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 Kam-pani, Director of the Company, retires by rotation at the ensu-ing Annual General Meeting of the Company and being eligi-ble offer for re-appointment.

The above re-appointments form part of the Notice of the An-nual 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 An-nual 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 contribu-tion 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 Com-pany during his tenure as a Director.


Page | 11

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 Agree-ment 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 Meet-ing) 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 Direc-tors and the Board of Directors as a whole ;

Evaluation of the performance of Chairman of the Com-pany, 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 - ex-planatory in nature.

Secretarial Audit The Board has appointed Mrs. Rinku Gupta, Practising Com-pany 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 Manage-rial 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 rec-ommendation 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

1. Praful Pranjivan Shah Chairman, Independent, Non-Executive

2. Madhukar M. Bhagat Independent, Non-Executive

3. Sandip Kampani Non-Executive

Page | 12

Vigil Mechanism The Board has adopted the Vigil Mechanism, which also incorporates a whistle blower policy to promote report of any unethical or improper prac-tice or violation of the Company’s Code of Con-duct or complaints regarding its accounting, au-diting, 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 re-ceiving and investigating complaints. The confi-dentiality of those reporting violations is main-tained and they are not subject to any discrimina-tory 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 Com-mittee 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 Re-muneration Policy to include recommendation of remuneration for Directors, Key Managerial Per-sonnel and Senior Management.

At present, there are four Members of the Nomi-nation and Remuneration Committee, in which half are Independent Directors.

The composition of the Nomination And Remu-neration Committee & Stakeholders Relationship Committee is given below:

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 remu-neration. This Policy inter-alia includes:

(i) Criteria of Selection of Non-Executive Di-rectors Non-Executive Directors will be selected

on the basis of Identification of Indus-try / subject leaders with strong experi-ence. The advisory area and therefore the role may be defined for each independ-ent director;

The Nomination and Remuneration Committee shall ensure that the Candi-date identified for Appointment as a Director is not disqualified for Appoint-ment under Section 164 of the Compa-nies Act, 2013.

In case of Appointment of Independent Directors, the Nomination and Remu-neration Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.

(ii) Remuneration The Independent Directors shall be enti-

tled 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 Com-panies 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 Trans-fer 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 Chair-man of the Committee w.e.f. May 27, 2014


Sr. No. Name of the Members Category

1. Pradip Belawala Chairman, Non-Executive

2. Hemal Kampani Non-Executive

3. Praful Pranjivan Shah Non-Executive

4. Nabankur Roy Non-Executive

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The functions of this committee are well ex-plained in the Corporate Governance Report.

The composition of the Share Transfer and Stake-holders Relationship Committee is given below:

RISK MANAGEMENT POLICY The Management has put in place adequate and effective sys-tem and man power for the purposes of risk management. In the opinion of the Board, following would threaten the exis-tence risk of the Company:

Staying one step ahead of risk The company has laid down a well-defined risk manage-ment mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitiga-tion process. A detailed exercise is being carried out to identify, evaluate, manage and monitor-ing 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 Com-mittees of the Board. The performance evaluation of the Inde-pendent 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 Accep-tance of Public Deposits (Reserve Bank) Directions, 1998 as on March 31, 2015 is furnished below :

Unclaimed Deposits Against the amount lying under Unclaimed Public Depos-its, an Investors Education and Protection Fund has been opened. The amount lying in Investor Education and Pro-tection 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 HARRASMENT 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 AB-SORPTION The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3)(m) of the Compa-nies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO During the period under review there was no Foreign Ex-change 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 Com-panies (Particulars of Employees) Rules, 1975, as amended

SUBSIDIARY / JOINT VENTURES / ASSOCIATES The Company has no Subsidiary/ Joint Ventures/ Associates.

PARTICULARS OF CONTRACTS AND ARRANGE-MENTS 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 ba-sis. 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 disclo-sures.

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 trad-able 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 advan-tages offered by the Depository System. Members are re-quested to avail of the facility of dematerialization of the Com-


Sr.No. Name of the Members Category

1. Pradip Belawala Chairman, Non-Executive

2. Hemal Kampani Non-Executive

3. Sandip Kampani Non-Executive

Page | 14

pany’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 Em-ployees 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 DIS-CUSSION AND ANALYSIS REPORT As required by the Listing Agreement with the Stock Ex-changes, reports on Corporate Governance and Management Discussion & Analysis Report, as approved by the Board, to-gether 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 provi-sions of Clause 49 does not stand applicable for the Company with effect from 1st day of October, 2014. Therefore the Corpo-

rate 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 Applica-tion with The Calcutta Stock Exchange Limited is still under process.

ACKNOWLEDGEMENT Your Directors wish to thank the Shareholders, Clients, Bank-ers and Others associated wit h the Company for their contin-ued support during the year. Your Directors also wish to place on record their appreciation for the dedication and commit-ment of the Employees at all levels.

On Behalf of the Board of Directors

Hemal Kampani Chairman

Place : Kolkata Date : May 29, 2015


ANNEXURE-I TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To The Members VCK CAPITAL MARKET SERVICES LIMITED 16, India Exchange Place Room No. 19, 1st Floor, Kolkata - 700001

[1] We have conducted the Secretarial Audit related to com-pliance of all applicable statutory provisions and adher-ence to good corporate practices by M/s. VCK CAPITAL MARKET SERVICES LIMITED (hereinafter called the “Company”). Secretarial Audit was conducted in a man-ner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and ex-pressing my opinion thereon.

[2] Based on my verification of the Company’s books, pa-pers, minute books, forms and returns filed and other records maintained by the Company and also informa-tion provided by the Company, its officers, agents and authorized representatives during the conduct of secre-tarial audit, I hereby report that in my opinion, the com-pany has, during the audit period covering the Financial Year ended on March 31, 2015, complied with the statu-tory provisions listed hereunder and also that the Com-pany has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter

(a) maintenance of various statutory registers and documents and making necessary entries therein;

(b) closure of Register of Members.

(c) forms, returns, documents and resolutions re-quired to be filed with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities;

(d) service of documents by the Company on its Mem-bers, Debenture-holders, Stock Exchanges, Audi-

Page | 15


tors and the Registrar of Companies;

(e) notice of Board and various Committee meetings of Directors;

(f) meetings of Directors and all the Committees of Directors and passing of circular resolutions;

(g) minutes of the proceedings of the Board Meetings, Committee Meetings and General Meetings;

(h) approvals of the Board of Directors, Committee of Directors, Members and government authorities, wherever required;

(i) constitution of the Board of Directors, Committees of Directors and appointment, retirement and reap-pointment of Directors including Managing Direc-tors and Executive Directors;

(j) payment of remuneration to Directors, Managing Director and Executive Directors;

(k) appointment and remuneration of Statutory Audi-tors

(l) transfer and transmission of the Company's shares, issue and allotment of shares and issue and deliv-ery of certificates of shares;

(m) report of the Board of Directors;

(n) generally, all other applicable provisions of the Act and the Rules there under.

[3] We further report that compliance with applicable laws is the responsibility of the Company and my report con-stitutes an independent opinion. My report is neither an assurance for future viability of the Company nor a con-firmation of efficient management by the Company.

[4] We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015, according to the provisions of the following laws:

(a) The Companies Act, 2013 (the Act) and the rules made there under ;

(b) The Securities Contracts (Regulation) Act, 1956 (SCRA’) and the rules made there under;

(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(d) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the ex-tent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: The Provisions of FEMA Act, 1999 and the rules and regulations made there under were not appli-

cable to the Company for the financial year ended 31st March, 2015;

(e) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 (SEBI Act') viz.:-

(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take-overs) Regulations, 2011;

(ii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(iii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Require-ments) Regulations, 2009;

[5] Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company under the Financial Year March 31, 2015:-

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

[6] We have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India were not applicable to the Company as the same were not in force for the financial year ended 31.03.2015.

(b) The Listing Agreements entered into by the Com-pany with Bombay Stock Exchange Ltd (BSE) & The Calcutta Stock Exchange Ltd (CSE)

(c) The Company has complied with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trad- ing) Regulations, 1992 including the provisions with regard to disclosures and maintenance of records required under the Regulations.

Page | 16


(d) The Company has complied with the provisions of the SEBI (Depositories and Participants) Regula-tions, 1996 including submitting of Reconciliation of Share Capital Audit Reports;

(e) There were no issues during the year which re-quired specific compliance of the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(f) There were no issues during the year which re-quired specific compliance of the provisions of the Securities Contracts (Regulation) Act, 1956 (SCRA) and the Rules made under that Act.

[7] During the period under review the Company has com-plied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above , We have further report that:

(a) The Annual General Meeting for the Financial Year ended on March 31, 2014 was held on August 06, 2014, and the Company has filed MGT-15 in Form GNL-2 with the Registrar of Company;

(b) The Company has appointed an Internal Auditor pursuant to provisions of Section 138 read with Rules 12 of Companies (Accounts) Rules, 2014;

(c) The Company’s present composition of Board of Directors is in conformity with the provisions of Section 149(4) of the Companies Act, 2013;

(d) The Company’s has appointed Chief Financial Offi-cer pursuant to Section 203 of Companies Act, 2013;

[8] We further report that :

(a) the Board of Directors of the Company is duly con-stituted with proper balance of Executive Directors, Non-Executive Directors and Independent Direc-tors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the pro-visions of the Act.

[9] We further report that:

(a) the Directors have complied with the requirements as to disclosure of interests and concerns in con-tracts and arrangements, shareholdings and direc-torships in other Companies and interest in other entities;

(b) the Directors have complied with the disclosure requirements in respect to their eligibility of ap-pointment, their being independent, compliance

with the code of conduct for Directors and Senior Management Personnel as per clause 49 of the list-ing agreement and with the Insider Trading code of conduct and;

(c) the Company has obtained all necessary approvals under various provisions of the Act where neces-sary;

(d) there was no prosecution initiated against or show cause notice received by the Company during the year under review under the Companies Act, SEBI Act, Depositories Act, Listing Agreement and Rules, regulations and guidelines under these Acts.

(e) there was no prosecution initiated against or show cause notice received by the Company during the year under review under the Companies Act, SEBI Act, Depositories Act, Listing Agreement and Rules, Regulations and guidelines under these Acts.

[10] Adequate notice is given to all directors to schedule the Board Meetings and agenda were sent within requisite time and a system exists for seeking and obtaining fur-ther information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

[11] Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

[12] We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

[13] We further report that during the year under report, the Company has undertaken event / action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, stan-dards, etc. referred to above viz,

[14] This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

For Rinku Gupta & Associates Practicing Company Secretary

Rinku Gupta Kolkata, May 29, 2015

Page | 17


ANNEXURE ‘A’ TO THE SECRETARIAL AUDIT REPORT

To The Members VCK CAPITAL MARKET SERVICES LIMITED 16, India Exchange Place Room No. 19, 1st Floor, Kolkata - 700001

Our Secretarial Audit Report for the financial year ended 31/03/2015 of even date is to be read along with this letter.

[1] Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

[2] I have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices which I have followed provide a reasonable basis for my opinion.

[3] I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Com-pany.

[4] Where ever required, I have obtained the Management representation about the compliance of laws, rules and regulation and happening of events etc.

[5] The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the re-sponsibility of management. My examination was lim-ited to the verification of procedure on test basis.

[6] The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Rinku Gupta & Associates Practicing Company Secretary

Rinku Gupta

Kolkata, May 29, 2015

Page | 18

ANNEXURE-II TO DIRECTORS’ REPORT

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN

As On The Financial Year Ended March 31, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014

[I] REGISTRATION AND OTHER DETAILS

(i) CIN L67190WB1983PLC035658

(ii) Registration Date January 10, 1983

(iii) Name of the Company VCK Capital Market Services Limited

(iv) Category / Sub-Category of the Company Public Company / Limited By Shares

(v) Address of the Registered Office 16, India Exchange Place Room No. 19, First Floor, Kolkata - 700001

(vi) Contact Details (91) (033) 4009-9999 / 2287-8479

(vii) Whether Listed Company Yes

(viii) Name, Address and Contact Details of Registrar & Transfer Agent C.B. Management Services Private Limited P-22, Bondel Road, Kolkata - 700019 Phone : (91) (033) 4011-6700 / 2280-6692 (91) (033) 2282-3643 / 2287-0263 Fax : (91) (033) 4011-6739 E-mail : [email protected] Website : www.cbmsl.com

[II] PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the Total Turnover of the Com-pany

As per Attachment A

[III] PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COM-PANIES

As per Attachment B

[IV] SHARE HOLDING PATTERN [EQUITY SHARE CAPITAL BREAK-UP AS PERCENTAGE OF TOTAL EQUITY]

(i) Category-wise Shareholding As per Attachment C

(ii) Shareholding of Promoters As per Attachment D

(iii) Change in Promoters’ Shareholding As per Attachment E

(iv) Shareholding Pattern of Top Ten Shareholders [other than Directors, Promoters and Holders of GDRs and ADRs]

As per Attachment F

(v) Shareholding of Directors and Key Managerial Personnel As per Attachment G

[V] INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

As per Attachment H

[VI] REMUNERATION OF DIRECTORS & KEY MANAGERIAL PERSONNEL

(i) Remuneration to Managing Director, Whote-time Director and/or Manager As per Attachment I

(ii) Remuneration to other Directors As per Attachment J

(iii) Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD As per Attachment K

[VII] PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES As per Attachment L


Page | 19

ATTACHMENT A

[II] PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the Total Turnover of the Company are given below :-

ATTACHMENT B

[III] PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

ATTACHMENT C

[IV] SHAREHOLDING PATTERN [Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding

Sl. No. Name and Description of main products/services NIC Code of the product/service % of total turnover of the Company

1. Management of Mutual Funds 66301 95.00

2. Management of Other Investment Funds 66309 5.00

Sl. No. Name of Company Address of Company CIN/GLN

Holding/ Subsidiary/ Associate

% of Shares held

Applicable Section

NIL

Category of Shareholders

No. of shares held at the beginning of the year

[As on 01-04-2014]

No. of shares held at the end of the Year [As on 31-03-2015]

%age of Change During the Year Demat Physical Total

(a) %age of

Total Demat Physical Total (b)

%age of Total

[A] PROMOTERS

(I) INDIAN

(a) Individual / HUF 103,870 -- 103,870 1.14 45,518 -- 45,518 0.48 (0.65)

(b) Central Govt. -- -- -- -- -- -- -- -- --

(c) State Govt(s) -- -- -- -- -- -- -- -- --

(d) Bodies Corporate 1,927,882 683,898 2,611,780 28.86 1,927,882 683,898 2,611,780 28.96 --

(e) Banks / FIs -- -- -- -- -- -- -- -- --

(f) Any Other -- -- -- -- -- -- -- -- --

Sub-Total (A) (I) 2,031,752 683,898 2,715,650 30.00 1,973,400 683,898 2,657,298 29.35 (0.65)

(II) FOREIGN -- -- -- -- -- -- -- -- --

(a) NRIs - Individual -- 750,000 750,000 8.29 -- 750,000 750,000 8.29 --

(b) Other - Individual -- -- -- -- -- -- -- -- --

(c) Bodies Corporate -- -- -- -- -- -- -- -- --

(d) Banks / FIs -- -- -- -- -- -- -- -- --

(e) Any Other -- -- -- -- -- -- -- -- --

Sub-Total (A) (II) -- 750,000 750,000 8.29 -- 750,000 750,000 8.29 --

TOTAL SHAREHOLDING OF PROMOTERS (A)=(A)(I) + (A)(II) 2,031,752 1,433,898 3,465,650 38.29 1,973,400 1,433,898 3,407,298 37.65 (0.65)

[B] PUBLIC SHAREHOLDING

(I) INSTITUTIONS

(a) Mutual Funds -- -- -- -- -- -- -- -- --

(b) Banks / FIs -- -- -- -- -- -- -- -- --

(c) Central Govt. -- -- -- -- -- -- -- -- --

(d) State Govt(s) -- -- -- -- -- -- -- -- --

(e) Venture Capital Funds -- -- -- -- -- -- -- -- --

TOTAL (b) - (a)

(58,352)

--

--

--

--

--

(58,352)

--

--

--

--

--

--

--

(58,352)

--

--

--

--

--


Page | 20

ATTACHMENT D


(ii) Shareholding of Promoters

Category of Shareholders

No. of shares held at the beginning of the year

[As on 01-04-2014]

No. of shares held at the end of the Year [As on 31-03-2015]

TOTAL (b) - (a)

%age of Change During

the Year Demat Physical Total

(a)

%age of

Total Demat Physical Total

(b)

%age of

Total

(f) Insurance Companies -- -- -- -- -- -- -- -- -- --

(g) FIIs -- -- -- -- -- -- -- -- -- --

(h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- -- --

(i) Others [Specify] -- -- -- -- -- -- -- -- -- --

Sub-Total (B) (I) -- -- -- -- -- -- -- -- -- --

(II) NON-INSTITUTIONS -- -- -- -- -- -- -- -- --

(a) Body Corporates

(i) Indian 562,207 514,660 1,076,867 11.90 577,762 514,660 1,092,422 12.07 15,555 0.17

(ii) Overseas -- -- -- -- -- -- -- -- --

(b) Individuals

(i) Individual Shareholders holding nominal share capital upto `1 Lac

1,023,528 2,030,190 3,053,718 33.74 1,054,348 2,014,368 3,068,716 33.91 14,998 0.17

(ii) Individual Shareholders holding nominal share capital in excess of `1 Lac

883,558 137,949 1,021,507 11.29 914,012 137,949 1,051,961 11.62 30,454 0.33

(c) Others [Specify] 7,082 425,462 432,544 4.78 6,379 423,510 429,889 4.75 (2,655) (0.03)

Sub-Total (B) (II) 2,476,375 3,108,261 5,584,636 61.71 2,552,501 3,090,487 5,642,988 62.35 58,352 0.64

TOTAL SHAREHOLDING OF PUBLIC SHAREHOLDING (B)=(B)(I)+(A)(II) 2,476,375 3,108,261 5,584,636 61.71 2,552,501 3,090,487 5,642,988 62.35 58,352 0.64

[C] SHARES HELD BY CUSTODIAN FOR GDRs AND ADRs -- -- -- -- -- -- -- -- -- --

GRAND TOTAL (A) +(B) + (C) 4,508,127 4,542,159 9,050,286 100.00 4,525,901 4,524,385 9,050,286 100.00 -- --


Sl. No. Shareholder’s Name

Shareholding at the beginning of the Year

[As on 01-04-2014]

Shareholding at the end of the Year [As on 31-03-2015]

%age of Change During the Year No. of

Shares

% of total Shares of the Com-

pany

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total Shares of the

Company

% of Shares Pledged / en-cumbered to total shares

1. VCK Share & Stock Broking Services Limited 1,218,952 13.47 -- 1,218,952 13.47 -- --

2. VCK Investments Private Limited 1,392,828 15.39 10.21 1,392,828 15.39 -- --

3. Reinhold Jungmann 750,000 8.29 -- 750,000 8.29 -- --

4. Sandip Kampani 51,900 0.57 -- 45,398 0.50 -- (0.07)

5. Hemal Kampani 120 -- -- 120 -- -- --

6. Madhukar Kampani 51,850 0.57 -- -- -- -- (0.57)

TOTAL 3,465,650 38.29 10.21 3,407,298 37.65 -- (0.64)

Page | 21

ATTACHMENT E


(iii) Change in Promoters’ Shareholding

# Change in Promoters’ Shareholding

Sl. No. Name

Shareholding

Date

Increase / (Decrease) in Share-holding

Reasons

Cumulative Share-holding During the

Year [01-04-2014 to 31-03-

2015]

No. of Shares at the begin-

ning [01-04-2014] / at the end of

the year [31-03-2015]


Company

No. of Shares


Company

1. VCK Share & Stock Broking Services Limited 1,218,952 13.47 31.03.2015 -- No Change 1,218,952 13.47

2. VCK Investments Private Limited 1,392,828 15.39 31.03.2015 -- No Change 1,392,828 15.39

3. Reinhold Jungmann 750,000 8.29 31.03.2015 -- No Change 750,000 8.29

4. 51,900 0.57 01.04.2014 -- Opening Balance 51,900 0.57

09.05.2014 51,850 Received From Transmission

103,750 1.15

23.05.2014 (15,000) Sale 88,750 0.98

30.05.2014 (10,000) Sale 78,750 0.87

06.06.2014 (3,500) Sale 75,250 0.83

13.06.2014 (5,000) Sale 70,250 0.78

20.06.2014 (5,500) Sale 64,750 0.72

30.06.2014 (5,850) Sale 58,900 0.65

04.07.2014 (2,000) Sale 56,900 0.63

11.07.2014 (2,000) Sale 54,900 0.61

18.07.2014 (3,000) Sale 51,900 0.57

25.07.2014 (1,000) Sale 50,900 0.56

31.07.2014 (900) Sale 50,000 0.55

21.11.2014 (2,600) Sale 47,400 0.52

28.11.2014 (1,000) Sale 46,400 0.51

12.12.2014 (1,000) Sale 45,400 0.50

09.01.2015 (1) Sale 45,399 0.50

16.01.2015 (1) Sale 45,398 0.50

31.03.2015 Closing Balance 45,398 0.50

5. Hemal Kampani 120 -- 31.03.2015 -- No Change 120 --

Sandip Kampani

Sl No.

Shareholding at the begin-ning of the Year

[As on 01-04-2014]

Cumulative Shareholding at the end of the Year

[As on 31-03-2015]

No. of Shares


Company

No. of Shares

% of total Shares of the Company

At the beginning of the Year 3,465,650 38.29 -- --

Date-wise Increase / (Decrease) in Promoters Shareholding during the year speci-fying the reasons for Increase / (Decrease) [eg. Allotment / Transfer / Bonus / Sweat Equity etc.]

# # # #

At the end of the Year 3,407,298 37.65 -- --


Page | 22

ATTACHMENT F


(iv) Shareholding Pattern of Top Ten Shareholders [Other than Directors, Promoters and Holders of GDRs & ADRs]

# Change in Top Ten Shareholders’ Shareholding

Sl. No. Name

Shareholding

Date


Reasons


Year [01-04-2014 to 31-03-

2015]



the year [31-03-2015]


Company

No. of Shares


Company

6. 51,850 0.57 01.04.2014 -- Opening Bal.ance 51,850 0.57

02.05.2014 (51,850) Transmission -- --

31.03.2015 -- -- -- --

Madhukar Kampani

Sl No.


[As on 01-04-2014]


[As on 31-03-2015]

No. of Shares


Company

No. of Shares


At the beginning of the Year 1,159,744 12.81 -- --


# # # #

At the end of the Year 1,218,774 13.47 -- --

Sl. No. Name

Shareholding

Date


Reasons


Year [01-04-2014 to 31-03-

2015]



the year [31-03-2015]


Company

No. of Shares


Company

1. JM Financial & Investment Consultancy Ser-vices Limited

353,938 3.91 31.03.2015 -- No Change 353,938 3.91

2. Hitesh Ramji Javeri 150,103 1.66 31.03.2015 -- No Change 150,103 1.66

3. Rosy Sale Promotion Private Limited 120,800 1.33 31.03.2015 -- No Change 120,800 1.33

4. Anabhi Computer Private Limited 105,000 1.16 31.03.2015 -- No Change 105,000 1.16

5. Nehal Prafulkumar Gandhi 92,054 1.02 31.03.2015 -- No Change 92,054 1.02

6. JM Share & Stock Brokers Limited 60,246 0.67 31.03.2015 -- No Change 60,246 0.67

7. Rajkumar Basantani 60,246 0.67 31.03.2015 -- No Change 60,246 0.67

8. Harsha Hitesh Javeri 74,395 0.82 01.04.2014 -- Opening Balance 74,395 0.82

25.07.2014 605 Bought 75,000 0.83

31.03.2015 -- Closing Balance 75,000 0.83

9. 72,200 0.80 01.04.2014 -- Opening Balance 72,200 0.80

18.04.2014 8,700 Bought 80,900 0.89

30.06.2014 1,541 Bought 82,441 0.91

31.03.2015 — Closing Balance 82,441 0.91

Shilpa Kampani


Page | 23

Sl. No. Name

Shareholding

Date


Reasons


Year [01-04-2014 to 31-03-

2015]



the year [31-03-2015]


Company

No. of Shares


Company

10. 70762 0.78 01.04.2014 -- Opening Balance 70,762 0.78

04.04.2014 227 Bought 71,039 0.78

23.05.2014 300 Bought 71,339 0.79

06.06.2014 5,001 Bought 76,340 0.84

13.06.2014 4,999 Bought 81,339 0.90

20.06.2014 3,000 Bought 84,339 0.93

30.06.2014 98 Bought 84,437 0.93

07.07.2014 2,901 Bought 87,338 0.97

11.07.2014 2,269 Bought 89,607 0.99

31.07.2014 2,000 Bought 91,607 1.01

08.08.2014 1,683 Bought 93,290 1.03

15.08.2014 199 Bought 93,489 1.03

22.08.2014 300 Bought 93,789 1.04

19.09.2014 1,500 Bought 95,289 1.05

30.09.2014 1,326 Bought 96,615 1.07

17.10.2014 575 Bought 97,190 1.07

24.10.2014 200 Bought 97,390 1.08

12.12.2014 1,376 Bought 98,766 1.09

19.12.2014 7,000 Bought 105,766 1.17

31.12.2014 1,100 Bought 106,866 1.18

02.01.2015 120 Bought 106,986 1.18

09.01.2015 1,479 Bought 108,465 1.20

16.01.2015 998 Bought 109,463 1.21

23.01.2015 1,125 Bought 110,588 1.22

30.01.2015 1,963 Bought 112,551 1.24

06.02.2015 200 Bought 112,751 1.25

13.02.2015 100 Bought 112,851 1.25

20.02.2015 500 Bought 113,351 1.25

27.02.2015 2,856 Bought 116,207 1.28

06.03.2015 1,051 Bought 117,258 1.30

13.03.2015 10 Bought 117,268 1.30

20.03.2015 1,252 Bought 118,520 1.31

27.03.2015 426 Bought 118,946 1.31

31.03.2015 -- Closing Balance 118,946 1.31

Chirayush Pravin Vakil


Page | 24

ATTACHMENT G


(v) Shareholding of Directors and Key Managerial Personnel

# Change in Directors and Key Managerial Personnel Shareholding

Sl No.


[As on 01-04-2014]


[As on 31-03-2015]

No. of Shares


Company

No. of Shares


At the beginning of the Year 125,324 13.85 -- --


# # # #

At the end of the Year 129,063 14.26 -- --

Sl. No. Name

Shareholding

Date


Reasons


Year [01-04-2014 to 31-03-

2015]



the year [31-03-2015]


Company

No. of Shares


Company

Key Managerial Personnel

1. Samir Kothari 200 -- 31.03.2015 -- No Change 200 --

2. Hemal Kampani 120 -- 31.03.2015 -- No Change 120 --

3. Sandip Kampani 51,900 -- 01.04.2014 -- Opening Balance 51,900 0.57

09.05.2014 51,850 Received From Transmission

103,750 1.15

23.05.2014 (15,000) Sale 88,750 0.98

30.05.2014 (10,000) Sale 78,750 0.87

06.06.2014 (3,500) Sale 75,250 0.83

13.06.2014 (5,000) Sale 70,250 0.78

20.06.2014 (5,500) Sale 64,750 0.72

30.06.2014 (5,850) Sale 58,900 0.65

04.07.2014 (2,000) Sale 56,900 0.63

11.07.2014 (2,000) Sale 54,900 0.61

18.07.2014 (3,000) Sale 51,900 0.57

25.07.2014 (1,000) Sale 50,900 0.56

31.07.2014 (900) Sale 50,000 0.55

21.11.2014 (2,600) Sale 47,400 0.52

28.11.2014 (1,000) Sale 46,400 0.51

12.12.2014 (1,000) Sale 45,400 0.50

09.01.2015 (1) Sale 45,399 0.50

16.01.2015 (1) Sale 45,398 0.50

31.03.2015 Closing Balance 45,398 0.50

Director


Page | 25

Note : The other Directors are not holding any shares in the Company

ATTACHMENT H

[V] INDEBTEDNESS

Indebtedness of the Company including Interest Outstanding / Accrued but not due for Payment [Refer Note 4]

Secured Loans Excluding Deposits

Unsecred Loans Deposits Total Indebtedness

Indebtedness at the beginning of the Financial Year [01-04-2014]

(i) Principal Amount -- 3,332,290 -- 3,332,290

(ii) Interest Due, but, Not Paid -- -- -- --

(iii) Interest Accrued, but, Not Due -- -- -- --

Total (i) + (ii) + (iii) -- 3,332,290 -- 3,332,290

Change in Indebtedness during the Financial Year

Addition -- -- -- --

Reduction -- 3,252,850 -- 3,252,850

Exchange Difference -- 3,252,850 -- 3,252,850

Indebtedness at the end of the Financial Year [31-03-2015]

(i) Principal Amount -- 79,440 -- 79,440

(ii) Interest Due, but, Not Paid -- -- -- --

(iii) Interest Accrued, but, Not Due -- -- -- --

Total (i) + (ii) + (iii) -- 79,440 -- 79,440

(Figures in `)

Sl. No. Name

Shareholding

Date


Reasons


Year [01-04-2014 to 31-03-

2015]



the year [31-03-2015]


Company

No. of Shares


Company

3. Shilpa Kampani 72,200 0.80 01.04.2014 -- Opening Balance 72,200 0.80

18.04.2014 8,700 Bought 80,900 0.89

30.06.2014 1,541 Bought 82,441 0.91

31.03.2015 — Closing Balance 82,441 0.91

4. Pradip Belawala 678 0.01 31.03.2015 -- No Change 678 0.01

5. Madhuar M. Bhagat 226 -- 01.04.2014 -- No Change 226 --


Page | 26

ATTACHMENT I

[VI] REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Remuneration to Managing Director, Whote-time Director and/or Manager

ATTACHMENT J


(ii) Remuneration to other Directors

(Figures in `)

Sl. No. Particulars of Remuneration

Name of MD / WTD / Manager Total Amount Hemal Kampani

1. Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

(b) Value of perquisites u/s. 17(2) of the Income Tax Act, 1961

(c) Profits in lieu of salary u/s. 17(3) of the Income Tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

as % of profit

others

5. Others

TOTAL (A)

(Figures in `)

Sl. No. Particulars of Remuneration

Name of Directors Total Amount Madhukar M. Bhagat Sandip Kampani

1. Independent Directors

Fee for attending board / committee meeting

Commission

Others

TOTAL (1)

2. Other Non-Executive Directors

Fee for attending board / committee meeting

Commission

Others

TOTAL (2)

TOTAL (A) = (1+2)

TOTAL MANAGERIAL REMUNERATION


Page | 27

ATTACHMENT K


(iii) Remuneration to Key Managerial Personnel other than MD / WTD / Manager

ATTACHMENT L

[VII] PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment / Com-

pounding of Offences

Authority [RD / NCLT /

COURT]

Appeal Made, if any, [give details]

Penalty

Punishment

Compounding of Offence

OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding of Offence

(Figures in `)

Sl. No. Particulars of Remuneration Total

Amount

1. Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

(b) Value of perquisites u/s. 17(2) of the Income Tax Act, 1961

(c) Profits in lieu of salary u/s. 17(3) of the In-come Tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission

as % of profit

5. Others

Medical

Cars

Interest Concession on Loan

TOTAL (A)

Key Managerial Personnel


Page | 28


CORPORATE GOVERNANCE REPORT

COMPANY’S PHILOSOPHY ON CORPORATE GOVERN-ANCE : Corporate Governance is the application of best management practice in the interest of the stakeholders and others. Corpo-rate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements, but also the voluntary practices developed by the company to protect the best interests of all stakeholders. Transparency and account-ability are the two basic tenets of Corporate Governance.

Responsible corporate conduct is integral to the way we do our business. The Corporate Governance Philosophy of the Company has been further strengthened with the adoption of the Code of Conduct, Business Excellence Model, Code for Prevention of Insider Trading and Code of Corporate Disclo-sure Policies. The Company, through its Board and Commit-tees, endeavors to strike and deliver the highest governing standards for the benefit of its stakeholders.

The Company confirms the compliance of Corporate Govern-ance as contained in Clause 49 of the Listing Agreement.

As per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th day of September, 2014, the provi-sions of Clause 49 does not stand applicable for the Company with effect from 1st day of October, 2014. Therefore the details of this report for the half year ended September 30, 2014 are as follows:

[A] COMPOSITION OF THE BOARD OF DIRECTORS The Board comprises such number of Non-Executive, Executive and Independent Directors as required under Clause 49 of the Listing Agreement. As on date of this Report, the Board consists of seven Directors comprising of four Independent Directors, one Executive Director and two Non-Executive Directors. The positions of the Chairman of the Board and the Chief Executive Officer of the Company are held by separate individuals, where the Chairman of the Board is a Non-Executive Director.

Due to the sad demise of Non-Executive Chairman, Mr. Madhukar V. Kampani on April 02, 2014, Mr. Hemal Kampani has been elected as the Chairman at the Board Meeting dated May 27, 2014 in his place.. He has several years of experience in Stock Broking Services and vast experience in financial matter.

Mr. Hemal Kampani and Mr. Sandip Kampani are re-lated to each other. Apart from them, none of the direc-tors are related amongst themselves. Non-Executive Di-rectors have no pecuniary relationship or transactions with the Company in their personal capacity. All the Directors are above 21 yrs of age.

The Composition of the Board of Directors as on Septem-ber 30, 2014 and the number of Directorships and com-mittee positions in Public Limited Companies held by them are as under:

Name of Directors Category of Directors Member of Board of Other Public Limited

Companies **

Total No. of Committee(s); & Membership in Other Public Limited Companies**

As Chairman As Member

Mr. Samir Kothari Managing Director None None None

Mr. Hemal Kampani # Non-Executive Chairman, Promoter 2 1 2

Mr. Sandip Kampani # Non-Executive Director, Promoter 1 None None

Mr. Pradip Belawala Independent Director None None None

Mr. Madhukar Manilal Bhagat Independent Director 7 2 3

Mr. Prafull Pranjivan Shah Independent Director None None None

Mr. A. V. Iyengar Independent Directore None None None

# All are Promoters of the Company. Mr. Hemal Kampani has been appointed as Chairman w.e.f. 27.05.2014

& Only 2 (Two) Committees viz. The Audit Committee and The Shareholders’/Investors’ Grievance Committee are considered.

** excluding Private Limited Companies, Foreign Companies and Companies under Section 8 of The Companies Act, 2013 and Membership of Committees of various Charities/Bodies

None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees across all the companies in which he is a Director. All the Directors have made the requisite disclosures regarding Committee positions held by them in other companies.

Page | 29


[B] BOARD MEETINGS HELD DURING THE YEAR The Board met 3 (Three) times on the following dates during the Half Year Ended September 30, 2014.

Details of the Board Meetings held during the year are as under:

[C] ATTENDANCE OF DIRECTORS AT THE BOARD MEETING AND AT THE LAST ANNUAL GENERAL MEETING

[D] BRIEF RESUME OF DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED

(i) Mr. Sandip Kampani

[E] CODE OF CONDUCT The Board has adopted the Code of Conduct for the members of the Board and Senior Management Team.

The code is designed with fundamental principles viz. good Corporate Governance, good citizenship and exem-plary personal conduct. The Code covers commitment to sustainable development, concern for occupational health, safety and environment, a gender-friendly work-place, transparency and audit-ability, legal compliance and the philosophy of leading by personal example. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A declaration to this effect signed by the Managing Director forms part of this report. The same has also been posted at Company’s website at www.vckgroup.com.

[F] COMMITTEES OF THE BOARD Currently, the Board has 3 (Three) Committees,

(a) Audit Committee;

(b) Nomination and Remuneration Committee and

(c) Shareholders’/Investor’s Grievances Committee

The Board Committees play a crucial role in the govern-ance structure of the Company and have been consti-tuted to deal with specific areas/activities which concern the Company and need a closer review.

The Committee is responsible for constituting, assigning and fixing terms of services for Committee Members. Recommendations of the Committees are submitted to the Board for approval and ratifications.

The Quorum for meeting is either two members or one-third of the committee, whichever is higher.

(a) Audit Committee The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process The Committee acts as a link between the Manage-ment, Auditors and the Board of Directors of the Company and has full access to the financial Infor-mation. The terms & reference of the committee are in accordance with the provisions of Listing Agree-ment & the Companies Act, 2013.

All the members of the Committee are Non-Executive Directors and majority of them are Inde-pendent, The Committee is headed by Mr. Madhu-kar Manilal Bhagat, who has more than 42 years of experience in the insurance sector and possesses sufficient accounting or related financial manage-ment expertise. All other members of the Commit-tee are eminent in their respective fields and are financially literate. The Company Secretary acts as the Secretary to the Committee.

Date of Board Meeting Board Strength Number of

Directors Present

May 27, 2014 7 6

June 27, 2014 7 5

August 13, 2014 7 5

Director No. of Board Meetings Attended

Last AGM Held Attended

Mr. Hemal Kampani 3 3 Yes

Mr. Sandip Kampani 3 3 Yes

Mr. Pradip Belawala 3 3 Yes

Mr. Madhukar M. Bhagat 3 2 Yes

Mr. Samir Kothari 3 2 Yes

Mr. A. V. Iyengar 3 0 No

Mr. Prafull Pranjivan Shah 3 3 Yes

Date of Birth : August 08, 1963

Date of Appointment : August 06, 1990

Qualification : B. Com.

Experience : Several years experience in Stock Broking Services and vast experience in Financial Matters.

Directorship in Other Public Limited Companies apart

: VCK Share & Stock Broking Services Limited

Chairman/Member of the Committee in which he is a Director apart from this Com-pany

None

Equity ~ (a) Equity : 51900 Equity Shares of `10/- each

SHARES OF THE COMPANY HELD BY HIM

(b) Beneficiary : Nil

Page | 30


The composition of the Audit Committee and the attendance of the members at the meetings held during the half year are as under:

** Mr. Sandip Kampani has been elected as Member of the Audit Committee w.e.f. 28.05.2014

Vigil Mechanism The Board has adopted the Vigil Mechanism, which also incorporates a whistle blower policy to promote report of any unethical or improper prac-tice 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 un-ethical or improper practice (not necessary viola-tion 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. M o r e d e t a i l s a r e a v a i l a b l e a t www.vckss.cmlinks.com.

(b) Nomination and Remuneration Committee The Nomination and Remuneration Committee has complete discretion in determining/recommending the criteria for appointment of Ex-ecutives, Directors and other Officials at the Man-agement level, reviewing and determining all ele-ments of remuneration package, evaluating their performance, etc.

The Nomination and Remuneration Committee comprises of three Non-Executive Directors namely, Mr. Pradip Belawala as Chairman and Mr. Hemal Kampani and Mr. Prafull Pranjivan Shah as Members.

The composition of the Nomination and Remu-neration Committee and the attendance of the members at the meetings held during the half year are as under:

Remuneration Policy Neither any salary nor any sitting fees was paid to

any Director including the Managing Director for at tending meeting of the Board of Directors of the Company and Committee t hereof.

Shares/Convertible instruments held by Non-Executive Directors as on September 30, 2014 are as under :

N.A. = Not Applicable

Outstanding GDRs/ADRs/Warrants or any con-vertible instruments, conversion date and likely impact on equity: During the Half Year ended September 30, 2014, there has been no change in the Capital Structure of the Company.

(c) Shareholders’ / Investors’ Grievance Committee In order to ensure quick redressal of the Com-plaints of the Shareholders, the Company has in compliance with the Listing Agreement constituted a Shareholders’/Investors’ Grievance Committee, which comprises of three Non-Executive Directors. The Committee was headed by the Chairman of the Board Mr. Madhukar V. Kampani.

Due to 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 entrusted to the Com-mittee are as follows :

(i) Transfer / Transmission of Shares

(ii) Review of Shares Dematerialization and Re-materialization

(iii) Issue of Duplicate Share Certificates

(iv) Non-Receipt of Share Certificates

(v) All other Matters related to Shares

During the Half-Year Ended on September 30, 2014, Meetings of the said Committee were held 4(Four) Times.

Name of the Member 27.05.2014 13.08.2014

Mr. Madhukar M. Bhagat, Chairman Yes Yes

Mr. Sandip Kampani, Member ** No Yes

Mr. Prafull Pranjivan Shah, Member Yes Yes

Name of the Member 27.05.2014 14.11.2014

Mr. Pradip Belawala, Chairman Yes Yes

Mr. Hemal Kampani, Member Yes Yes

Mr. Prafull Pranjivan Shah, Member Yes Yes

Name of Non-Executive Directors

No. of Equity Shares of Rs. 10/- each of the Com-

pany

Convertible Instruments

Mr. Hemal Kampani 120 N.A.

Mr. Sandip Kampani 50,000 N.A.

Mr. Madhukar M. Bhagat 226 N.A.

Mr. A. V. Iyengar Nil N.A.

Mr. Praful Pranjivan Shah Nil N.A.

Mr. Pradip Belawala 678 N.A.

Page | 31


The details of the present composition of the Com-mittee are as follows :

Share Transfer System All the transfers received are processed by the Reg-istrar and Transfer Agent (R&TA). Share Transfers are presently registered within a maximum period of 15 (Fifteen) days from the date of receipt pro-vided the documents are complete in all respects. All Share Transfers are approved by Sharehold-ers’/Investors’ Grievances Committee.

Dematerialization of Shares and Liability The Company has entered into agreements with NSDL and CDSL whereby shareholders have an option to dematerialize the shares with either of the depositories.

As on September 30, 2014, 49.88% of the Com-pany’s Equity Shares representing 4,514,396 Equity Shares were held in Dematerialized Mode and the balance 50.12% representing 4,535,890 Equity Shares were held in Physical Mode.

Investor Grievance Redressal Mr. Jiyut Prasad, Company Secretary had been the Compliance Officer of the Company till April 30, 2014. Later Mr. Koushik Ranjan Saha, Company Secretary, joined w.e.f. from April 30, 2014. But his tenure was too short and he resigned on February 06, 2015. Board acknowledged the valuable contri-bution, both of them made to the Secretarial De-partment of the Company.

Ms. Chandrani Bhattacharjee, Company Secretary acts as the Compliance Officer of the Company under relevant regulations w.e.f February 06, 2015. She monitors the complaints received in relation to Share Transfers, Demat/Remat and other related processes and reports them to the Board. She dis-charges the responsibility of Liaison Officer with the Investors and Regulatory Authorities such as SEBI, Stock Exchanges and the Registrar of Compa-

nies in respect of Rules, Regulations and Directives of such Authorities concerning Investor Service and Complaints.

Pursuant to new Clause 47(f) of the Listing Agree-ment, the Company's E-mail ID for grievance re-d r e s s a l p u r p o s e i s i n v e s [email protected], where Complaints can be lodged by the Investors.

The status of Investors’ Complaints as on Septem-ber 30, 2014 are as follows :

[G] GENERAL BODY MEETINGS Locations, Date and Time, where last 3 (Three) AGMs/EGMs held :

Name of the Direc-

tor 17.04.2014 04.07.2014 02.09.2014 30.09.2014

Mr. Pradip Belawala Chairman

No Yes Yes Yes

Mr. Hemal Kampani, Member

Yes Yes Yes Yes

Mr. Sandip Kampani, Member

Yes Yes Yes Yes

Name of the Compliance Officer

: Ms. Chandrani Bhattacharjee Company Secretary

Address : 23, Rustamjee Street, 2nd Floor, Behind Mukti World Ballygunge Phari Kolkata—700019

Phone No. : (91) (033) 4009-9935

Fax No. : (91) (033) 2287-8479

E-mail ID : [email protected]

Number of Shareholder Complaints received during the Half-Year Ended September 30, 2014

Nil

Number of Complaints resolved during the Half-Year Ended September 30, 2014

Nil

Number not solved to the satisfaction of the Share-holders during the Half-Year Ended September 30,

N.A.

Number of Pending Share Transfers as at September 30, 2014

N.A.

General Meeting

Finan-cial Year

Date Time Special Resolu-

tion Passed

Place

29th (AGM)

2011-12 07.08.2012 11.00 a.m.

None Bhartiya Bhasha Parishad

36A, Shakespeare Sarani,

Kolkata—700017

30th (AGM)

2012-13 06.08.2013 11.00 a,m.



Kolkata—700017

31st (AGM)

2013-14 06.08.2014 11.00 a.m.



Kolkata—700017

Page | 32


Extra-Ordinary General Meetings During the Half-Year Ended September 30, 2014, no Extra-Ordinary General Meetings were held.

No Resolutions were passed through Postal Ballot for the period under Report.

[H] DISCLOSURES (i) During the Half-Year under review, the Company

had not entered into any material significant trans-actions with any related party that may have po-tential conflict with the interests of the Company at large. The transactions with related parties, in nor-mal course of business, have been disclosed sepa-rately in the Notes on Accounts.

(ii) The Company has complied with the requirements of the Stock Exchanges/SEBI and Statutory Au-thority on all matters related to Capital Markets during the last three years. No penalties or stric-tures have been imposed on the Company by these Authorities.

(iii) The Company has formulated a Risk Management framework, which lays down the procedures for Risk Assessment and Mitigation. Accordingly, the Procedures and Policies for Risk Assessment and Minimization are regularly reviewed by the Board.

(iv) The Senior Management has made disclosures to the Board relating to all material financial and commercial transactions, if any, where they have personal interest, that may have a potential conflict with the interest of the Company at large.

Compliance of Mandatory and Non-Mandatory Re-quirements (i) All the mandatory requirements have been com-

plied with. 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 w.e.f. October 01, 2014.

(ii) With regard to training of Board Members, the Directors of the Company are continuously trained in the business model of the Company and the risk profile of business parameters through various presentations at Board/Committee meetings.

(iii) With regard to whistle blower policy the Company is examining the formulations and implementa-tions of the same, after which the same would be submitted to the Board.

[I] MEANS OF COMMUNICATIONS In compliance with the requirements of the Listing Agreement, the Company regularly intimates Unaudited as well as Audited Financial Results to the Stock Ex-changes immediately after they are taken on record by the Board. Further coverage is given for the benefit of the Shareholders and Investors by publication of the Finan-cial Results in the Newspapers such as The Financial Express–in English Language and Dainik Statesman–in Bengali Language.

However, the Company does not send half yearly re-ports to the individual shareholders.

[J] MANAGEMENT DISCUSSION AND ANALYSIS RE-

PORT A “Management Discussion and Analysis Report” has been included as a part of the Directors’ Report to the Shareholders for the year ended March 31, 2015.

[K] GENERAL SHAREHOLDERS INFORMATION

(i) AGM : Date, Time and Venue The Forthcoming THIRTY SECOND ANNUAL GENERAL MEETING of the Company will be held on Wednesday, the 5th day of August, 2015 at 11.00 a.m. at BHARATIYA BHASHA PARISHAD, 36A, Shakespeare Sarani, Kolkata—700017

(ii) Financial Calendar

For the Half-Year Ended September 30, 2014 results were announced on

First Quarter ~ August 13, 2014 Second Quarter ~ November 14, 2014

Unaudited Financial Results

For The Three Months Ended

Newspaper Published In

The Financial Express Dainik Statesman

(English) (Bengali)

June 30, 2014 August 14, 2014 August 14, 2014

September 30, 2014 November 16, 2014 November 16, 2014

Financial Year for 2015-16 (Tentative) April 01 to March 31

Financial Reporting for the Year End-ing March 31, 2015

May 27, 2015

Mailing of Annual Reports : 2014-2015 In first half of July, 2015

Financial Reporting for the quarter ending June 30, 2015

By August 14, 2015

Financial Reporting for the quarter ending September 30, 2015

By November 14, 2015

Financial Reporting for the quarter ending December 31, 2015

By February 14, 20156

Financial Reporting for the quarter ending March 31, 2016

By May 30, 2016

Page | 33


The Company’s Results & other information are posted at Company’s Website at www. vckgroup.com.

(iii) Book Closures The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, August 01, 2015 to Wednesday, August 05, 2015 (both days inclusive).

(iv) Dividend Payment Date The Company has not declared any Dividend.

Against the amount lying under Unclaimed Public Deposits, an Investors Education and Protect ion Fund has been opened. The amount lying in Inves-tor Education and Protection Fund as on March 31, 2015 is `45,533/-. The data pertaining to the same are also posted on the company’s website.

(v) Listing on Stock Exchanges

The Listing Fees shall be paid to BSE Limited for the Financial Year 2015-16 shortly. The Company is in process of delisting from The Calcutta Stock Exchange Limited.

(vi) Market Price Data The Monthly High and Low and Volume of Shares of the Company at BSE Limited for the Half-Year ended September 30, 2014 is as under:

Source : www.bseindia.com

(vii) Subsidiary Company The Company does not have any Subsidiary Com-pany.

(viii) The International Security Identification Number The International Security Identification Number (ISIN) of National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited is Equity INE 488C01015 consequent upon the conversion of Equipref Shares into Equity Shares of the Company the ISIN of the Equipref Shares of the Company i.e INE 488C04019 have been frozen both at NSDL and CDSL w.e.f. April 28, 2008.

(ix) Corporate Identity Number The Corporate Identity Number (CIN) allotted by Ministry of Corporate Affairs, Government of India is L67190WB1983PLC035658, and Registration Number is 035658. The Company is registered in the State of West Bengal, India

(x) Registrar and Share Transfer Agents The details of the Registrar and Share Transfer Agents (R&TA) of the Company are as follows :

Accordingly, all communications on matters relat-ing to Share Transfer, Non-Receipt of Share Certifi-cates, Demat / Remat be sent to M/s. C. B. Manage-ment Services Private Limited. Correspondences on these matters may also be sent to the Company Secretary, Secretarial Department at “2nd Floor, 23 Rustamjee Street, Kolkata - 700019.

(xi) Distribution of Shareholding as at September 30, 2014 The Shareholding Pattern of the Company as on September 30, 2014 is as follows :

Name of the Stock Address Stock

The Calcutta Stock Exchange Limited

7, Lyons Range, Kolkata - 700001

32023

BSE Limited P. J. Towers, 25th Floor, Dalal Street, Mumbai - 400001

511493

Month High (`)

Low (`)

Clos-ing (`)

No. of Shares Traded

SENSEX Closing

April, 2014 0.58 0.46 0.58 20,510 22,417.80

May, 2014 0.93 0.60 0.93 31,004 24,217.34

June, 2014 1.35 0.97 1.35 46,629 25,413.78

July, 2014 1.57 1.37 1.48 26,896 25,894.97

August, 2014 1.51 1.33 1.51 5,729 26,638.11

September, 2014 1.60 1.36 1.36 6,129 26,630.51

Physical Segment And Demat Segment

C. B. Management Services (P) Limited P-22, Bondel Road, Kolkata - 700019, West Bengal

Phone : (91) (033) 4011-6700/2280; 4011-6692/2282; (91) (033) 4011-3643/2487; 4011-0263; Fax : (91) (033) 4011-6739;

E-mail : [email protected]; Website : www.cbmsl.com

Category No. of Shares

% of Shares

Promoter’s Holding (Including Foreign Promoters)

3,411,990 37.70

Non-Promoter’s Holding

(a) Mutual Funds and UTI -- --

(b) Banks, FIs and Insurance Company

-- --

(c) FIIs -- --

Others

(i) Bodies Corporate 1,086,709 12.01

(ii) Indian Public 4,120,713 45.53

(iii) NRIs/OCBs 430,614 4.76

(iv) Others 350 0.00

TOTAL 9,050,286 100.00

Page | 34


The distribution of Shareholding of the Company as on September 30, 2014 is as follows :

Holding Pattern as on September 30, 2014 [Equity]

(xii) Address For Correspondences

[L] CEO / CFO CERTIFICATE

As required by Clause 49 of the Listing Agreement, the CEO/CFO Certification is appended as an Annexure to this Report.

[M] CORPORATE GOVERNANCE COMPLIANCE CER-TIFICATE The Company has obtained the Certificate from M/s. A.K. Labh & Co., Company Secretaries regarding com-pliance of Corporate Governance as stipulated vide Clause 49 of the listing agreement and the same is an-nexed.



Place : Kolkata Date : June 26, 2015

No. of Shares No. of Share-

holders

% of Share-

holders

No. of Shares

% of Shares

Upto 500 8,601 87.54 1,880,172 20.77

501 to 1000 665 6.77 495,679 5.48

1001 to 2000 286 2.91 404,205 4.47

2001 to 3000 113 1.15 276,585 3.06

3001 to 4000 42 0.43 150,619 1.66

4001 to 5000 26 0.26 119,683 1.32

5001 to 10000 40 0.41 283,571 3.13

100001 & Above 9 0.09 4,087,921 45.17

TOTAL 9825 100.00 9,050,286 100.00

10001 to 50000 36 0.37 832,849 9.20

50001 to 100000 7 0.07 519,002 5.73

Particulars No. of Share-

holders

% of Share-

holders

No. of Shares

% of Shares

Physical 7,825 79.65 4,535,890 50.12

NSDL 1,369 13.93 2,775,939 30.67

CDSL 631 6.42 1,738,457 19.21

TOTAL 9,825 100.00 9,050,286 100.00

Registered Office

16, India Exchange Place Room No. 19, 1st Floor, Kolkata - 700001

Registrar & Transfer Agents

C. B. Management Services (P) Limited P-22, Bondel Road, Kolkata - 700019, West Bengal Phone : (91) (033) 4011-6700/2280; (91) (033) 4011-6692/2282; (91) (033) 4011-3643/2487; (91) (033) 4011-0263 Fax : (91) (033) 4011-6739; E-mail : [email protected]; Website : www.cbmsl.com

Corporate Office

23, Rustamjee Street, 2nd Floor Near Mukti World, Ballygunge Phari Kolkata - 700019

Page | 35


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC SCENARIO The Economic Scenario has several aspect, which is National and International in nature, but, to us, National Scenario is most important. As you must have seen our earlier Manage-ment view, in the last 5 years, there were issues of Environ-ment, Clearance, which has not taken place, the Land Acquisi-tion Rules were not cleared and on top of it there are issues of the world economy slowing down, putting pressure on ex-ports. The overall demand for goods is going down drasti-cally, which would be evident from the numbers given by different Four Wheeler Companies of their sales, which is ob-viously subdued.

There has been a gradual fall in large economic activities, which have fallen at the ground level.

Our Company survives on additional money which comes into the hands of the Individuals or Companies where they need to invest that money profitably, because, of low GDP growth rate, high consumer price index, high inflation, has taken a toll and it has affected our Company as well.

INDUSTRY OVERVIEW The Capital Market plays a very important role in promoting economic growth through the mobilization of long-term sav-ings and the savings get invested in the economy for produc-tive purpose. The Capital Market in India is a well-integrated structure and its components include Stock Exchanges, Devel-oped Bank Investment Trusts, Insurance Corporations and Provident Fund Organization. There are two important opera-tions carried on in these markets. Raising of New Capital and Trading of Securities already issued by the Companies. Capi-tal Market deals in both, Debt and Equity. In these Markets productive capital is raised and made available to the Corpo-rate. Securities and Exchange Board of India (SEBI) has under-taken regulatory framework in the primary market and ap-proved many progressive measures.

FUTURE OUTLOOK With the new Government starting the process of correcting this mismatch and the after effect of high inflation etc., is now gradually melting, but, it’s very gradual, hence, it’s not giving its impact on the growth.

The plus factor is with this Government reducing the subsidy by reaching the subsidy directly to whom it belongs, but, not reducing the spending and that’s going to sphere the growth for certain basic industries and in turn money flowing into the hands of people so that they can invest into equity and other instruments your Company is dealing with.

CAUTIONARY STATEMENT Certain statements made in the Management Discussion and Analysis Report relating to Company’s objectives, projections, outlook, expectations, and estimates may constitute forward looking statements within the meaning of the current market and economic scenario with applicable laws and regulations. Actual results may differ from such expectations, projections in the capital market. Several other factors also could make a significant difference to the Company’s operations such as economic condition, Government regulations and taxation, etc.



Place : Kolkata Date : May 29, 2015

Page | 36


The Board of Directors VCK CAPITAL MARKET SERVICES LIMITED 16, India Exchange Place Room # 19, First Floor, Kolkata - 700001 I, Samir Kothari, Managing Director of VCK Capital Market Services Limited (“the Company”), to the best of my knowledge and belief, hereby certify that : (a) I have reviewed the Financial Statements and the Cash Flow Statements of the Company for the Year

Ended March 31, 2015 and :

(i) these statements do not contain any materially untrue statement or omitted any material fact or contain any statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compli-

ance with existing Accounting Standards, applicable laws and regulations. (b) There are no transactions entered into by the Company during the Year Ended March 31, 2015, which are

fraudulent, illegal or violate the Company’s Code of Conduct. (c) I accept responsibility for establishing and maintaining Internal Controls for Financial Reporting and I

have evaluated the effectiveness of Internal Control Systems of the Company pertaining to Financial Re-porting

(d) I have indicated to the Auditors and the Audit Committee :

(i) Significant changes in accounting policies during the year and the same has been disclosed in the notes to the financial statements ; and

(ii) Instances of significant fraud either by the management or an employee having a significant role in

the Company’s internal control system of financial reporting.

Samir Kothari Managing Director

Place : Kolkata Dated : June 26, 2015

CEO / CFO CERTIFICATE

Page | 37


CERTIFICATE OF COMPLIANCE WITH THE CONDITIONS OF CORPO-RATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

To The Members VCK CAPITAL MARKET SERVICES LIMITED

We have examined the compliance of the conditions of Corporate Governance by VCK CAPITAL MARKET SERVICES LIMITED (“the Company”) for the year ended March 31, 2015 as stipulated in Clause 49 of the List-ing Agreements of the said Company with the Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examina-tion was limited to the procedures and implementation thereof adopted by the Company for ensuring the com-pliance of conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the Fi-nancial Statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

The Company was not required to comply with the provisions of Clause 49 of the Listing Agreement w.e.f. Octo-ber 01, 2014 in terms of the Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 issued by SEBI and hence our observations are based on the informations as provided by the Company during the period April 01, 2014 - September 30, 2014 only. We state that such compliance is neither an assurance as to the future viability of the Company nor of the effi-ciency or effectiveness with which the Management has conducted the affairs of the Company.

For A. K. LABH & CO. Company Secretaries

CS A. K. LABH Proprietor (CP-3238)


CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT OF THE COMPANY

This is to confirm that a Code of Conduct for the Board Members and Senior Managerial Per-sonnel of the Company has been adopted in the Board Meeting held on January 28, 2006. The Code of Conduct as adopted by the Board was also circulated and posted on the website of the Company. The Company as adopted affirming compliance of the Code from the persons con-cerned for the Financial Year Ended March 31, 2015.

The same has also been noted by the Board.

For VCK Capital Market Services Limited

Samir Kothari Managing Director

Place : Kolkata Dated : June 26, 2015

Page | 38


INDEPENDENT AUDITORS’ REPORT

To The Members Of VCK CAPITAL MARKET SERVICES LIMITED

Report on the Standalone Financial Statements We have audited the accompanying Standalone Financial Statements of VCK CAPITAL MARKET SERVICES LIM-ITED (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the Year then ended and a Summary of Significant Accounting Policies and other Explanatory Infor-mation.

Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the mat-ters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Fi-nancial Statements that give a true and fair view of the Finan-cial Position, Financial Performance and Cash Flows of the Company in accordance with the accounting principles gener-ally accepted in India, including the Accounting Standards specified Under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accor-dance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and esti-mates that are reasonable and prudent; and design, implemen-tation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the prepa-ration and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility Our responsibility is to express an opinion on these Stand-alone Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and au-diting standards and matters which are required to be in-cluded in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffi-cient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion In our opinion and to the best of our information and accord-ing to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in confor-mity with the accounting principles generally accepted in In-dia, subject to the matter stated under emphasis of matter:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Emphasis on Matters We draw attention to the following matterS in the Notes to the financial statements:

[1] Note No. 10 on reclassification of certain investments as stock in trade during the financial year 2014-15.

[2] Note No. 12(2) under Long Term Loans and Advances regarding no additional write off/provisioning required for other loans, pending final outcome of a sub judice claim preferred by the Company. Also, the Company has been allotted fully paid equity shares at par against cer-tain loans outstanding as at 1st April, 2014, which was also a related subject matter of the above sub-judice loan.

[3] Note No. 13 on Long Term Trade Receivables, regarding allotment of fully paid equity shares at par against cer-tain outstanding amounts, which has been classified as stock in trade.

[4] Note No. 14(1) regarding determination of the net realiz-able value of stock in trade, which has been considered as the fair market value on the basis of Rule 11U and 11UA of the Income Tax Rules.

Page | 39


[5] Note No. 14(2) regarding classification of a Company as an Associate Company under Section 2(6) of the Compa-nies Act, 2013. Consolidated financial statements have not been prepared since the shares are held as stock in trade and would be disposed of in the near future.

[6] Note No 13 on credit balances lying in certain dormant banking accounts, where no write off/adjustment has been done pending final outcome of the appeal preferred by the Company.

[7] Note 33 regarding non funding of gratuity liability.

Our opinion is qualified in respect of the matters stated under items 2, since the same could have a significant impact on the financials of the Company, which are not determinable pres-ently.

Our opinion is not modified in respect of the other matters

Report on Other Legal and Regulatory Requirements [1] As required by the Companies (Auditor’s Report) Order,

2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act 2013, we give in the Annexure a state-ment on the matters specified in paragraphs 3 and 4 of the Order

[2] As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowl-edge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as re-quired by law have been kept by the Company so far as it appears from our examination of those

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of ac-count

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Sec-tion 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred by the Company to the In-vestor Education and Protection Fund during the year.

Ravi Kumar Venkatesan Membership No. 052145

Partner For and on Behalf of

S. RAMANAND AIYAR & CO., Chartered Accountants

(Regn. No. 000990N) 114F/1D, Selimpur Road, Kolkata - 700031 Dated : May 29, 2015

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET SERVICE LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2015

On the basis of such checks as we considered appropriate and according to the information and explanation given to us dur-ing the course of our audit, we report that :

1. (a) The company has maintained proper records show-ing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such veri-fication. However, during the year, the fixed assets of the Company comprising of only land and building appurtenant thereto have been fully disposed of.

2. (a) The stock of shares have been physically verified by

Page | 40


the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedures of physical verifica-tion of stock of shares followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory re-cords, in our opinion, the Company is maintaining proper records of stock of shares. No material dis-crepancies have been noticed on the physical verifica-tion of stock of shares.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Compa-nies Act, 2013. Consequently, the provisions of clauses iii (a) and iii(b) of paragraph 3 the order are not applicable to the Company.

4. In our opinion and according to the information and ex-planations given to us, there is generally an adequate in-ternal control procedure commensurate with the size of the company and the nature of its business, for the pur-chase of fixed assets purchase and sale of shares/investments and for the sale of services. Further, during the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. The Company has not accepted any Deposits during the year and, accordingly, the provisions of Clauses V of Paragraph 3 of the Order is not applicable to the Com-pany. An aggregate amount of `30,000/- is outstanding against such Deposits accepted by the Company in the earlier years. The Company has transferred an aggregate amount of `45,533/- against such unclaimed Deposit [inclusive of Interest] to the Investors Education and Protec-tion Fund in an earlier year.

6. As per information and explanation given by the manage-ment, maintenance of cost records have not been pre-scribed by the Central Government under sub-section (1) of section 148 of the Act for the type of business the Com-pany is currently in.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess to the extent applicable and any other statutory dues have generally been regularly depos-ited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable,.

(b) According to the information and explanations given to us, there is no amounts payable in respect of in-come tax, wealth tax, service tax, sales tax, customs duty, excise duty and value added tax which have not been deposited on account of any disputes.

(c) According to the information and explanations given to us, there were no amounts required to be trans-ferred during the year to the investor education and protection fund in accordance with the relevant pro-visions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The accumulated losses of the Company as at 31st March, 2015 of Rs 602.45 lacs was more than 50% of the net worth of the Company on the said date. There was no cash loss during the year. However, The Company had incurred a cash loss of Rs 13.56 lacs in the immediately preceding financial year.

In arriving at the accumulated losses and net worth as above, we have considered the quantifications which are quantifiable in the audit reports of the years to which these losses pertain.

9. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (ix) of paragraph 3 of the said order is not applicable.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution during the year and, accordingly, the provisions of clause (x) of paragraph 3 of the said order is not applicable for the rele-vant year.

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11. The Company has not raised any term loan during the year and, accordingly, the provisions of clause (xi) of paragraph 3 of the said order is not applicable for the rele-vant year.

12. During the course of our examination of the books of ac-count carried out in accordance with the generally ac-cepted auditing practices and based on the audit proce-dures performed and the information and explanations given to us, we report that no fraud on or by the Com-pany has been noticed or reported during the year, nor have we been informed of any such case by the manage-ment.

Ravi Kumar Venkatesan Membership No. 052145

Partner For and on Behalf of

S. RAMANAND AIYAR & CO., Chartered Accountants

(Regn. No. 000990N) 114F/1D, Selimpur Road, Kolkata - 700031 Dated : May 29, 2015

Page | 42

(`/000s)

As At March 31, 2015

As At

March 31, 2014

[I] EQUITY AND LIABILITIES

1. SHAREHOLDERS FUNDS

(a) Share Capital 2 90,587.86 90,587.86

(b) Reserves and Surplus 3 (54,146.92) (55,211.74)

2. NON-CURRENT LIABILITY

(a) Long Term Borrowings 4 79.44 3,332.29

(b) Deferred Tax Liabilities 5 -- 877.40

(c) Long Term Provisions 6 4,900.51 4,888.81

3. CURRENT LIABILITIES

(a) Other Current Liabilities 7 340.96 385.38

(b) Short Term Provisions 8 0.75 7.25

TOTAL 41,762.90 44,867.25

[II] ASSETS

1. NON-CURRENT ASSETS

(a) Fixed Assets

Tangible Assets 9 -- 807.42

(b) Non-Current Investments 10 924.90 18,424.90

(c) Deferred Tax Assets 11 20.39 --

(d) Long Term Loans and Advances 12 8,693.72 18,747.96

(e) Other Non-Current Assets 13 3.24 6,483.24

2. CURRENT ASSETS

(a) Inventories 14 28,118.60 --

(b) Cash and Cash Equivalents 15 3,865.71 352.30

(c) Other Current Assets 16 136.34 51.43

TOTAL 41,762.90 44,867.25

Significant Accounting Policies

See Accompanying Notes to the Financial Statements 1 - 37

36,440.94 35,376.12

4,980.25 9,098.50

341.71 392.63

9,642.25 44,463.52

32,120.65 403.73

NOTE

As per our Report of even date

For and on behalf of FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S. RAMANAND AIYAR & CO.,

Chartered Accountants

Registration No. 00090N

CA Ravi Kumar Venkatesan Hemal Kampani Samir Kothari Ayan Bhattacharjee Chandrani Bhattacharjee

Partner Chairman Managing Director Chief Financial Officer Company Secretary

Membership No. 52145 Kolkata; May 29, 2015


BALANCE SHEET AS AT MARCH 31, 2015

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2015 MARCH 31, 2015


(`/000s)

NOTE As At March 31, 2015 As At

March 31, 2014

INCOME

Revenue From Operations 17 135.63 177.86

Other Income 18 13,483.99 51.75

TOTAL INCOME 13,619.62 229.61

EXPENDITURE

Purchases of Stock-in-Trade 19 40,033.95 --

Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade 20 (28,118.60) --

Employee Benefit Expenses 21 402.85 441.17

Depreciation Expenses 5.03 120.60

Other Expenses 22 1,129.36 1,164.09

TOTAL EXPENSES 13,452.59 1,725.66

Profit / (Loss) Before Exceptional Items 167.03 (1,496.25)

Exceptional Items -- --

Profit / (Loss) Before Extra-Ordinary Items 167.03 (1,496.25)

Extra-Ordinary Items -- --

Profit / (Loss) Before Tax 167.03 (1,496.25)

TAX EXPENSES

Deferred Tax (Net-off Written Back) 897.79 19.38

Profit / (Loss) For The Period 1,064.82 (1,476.87

EARNINGS PER SHARE

Basic and Diluted (in `) 0.12 (0.16

Significant Accounting Policies

See Accompanying Notes to the Financial Statements 1 - 37









Page | 44

NOTE 1 : SIGNIFICANT ACCOUNTING POLICIES

[A] BASIS OF ACCOUNTING The Financial Statements of the Company have been prepared in accordance with generally accepted Ac-counting Principles in India, Mandatory Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 [as amended] and the relevant provisions of the Companies Act, 1956 read with Gen-eral Circular 8/2014 dated April 04, 2014 issued by the Ministry of Corporate Affairs. The Financial Statements have been prepared under the historical cost convention on an accrual basis. The Accounting Policies applied by the Company are consistent with those used in the Pre-vious Year. All the Assets and Liabilities have been clas-sified as Current or Non-Current as per the Company’s normal operating cycle and other criteria set out in Re-vised Schedule III to the Companies Act, 2013 read with General Circular 8/2014 dated April 04, 2014 issued by the Ministry of Corporate Affairs. Mercantile System of Accounting is generally followed except for Income on account of Insurance and other such claims receivable, which are accounted for only on receipt basis on ac-count of uncertainties.

The accounts for the relevant year have been prepared on a going concern basis.

[B] USE OF ESTIMATES The preparation of the Financial Statements in confor-mity with the generally accepted Accounting Principles requires estimates and assumptions to be made that affect the reported amount of Assets and Liabilities and the disclosures relating to Contingent Assets and Li-abilities as on the date of Financial Statements and the reported amount of Revenues and Expenses during the reporting period. Management believes that the esti-mates used in the preparation of the Financial State-ments are prudent and reasonable. Actual results could differ from these estimates.

[C] OPERATING CYCLE Based on the nature of business, the time between the acquisition of assets for the purpose of the business and their realization in cash and cash equivalents, the Com-pany has ascertained its Operating Cycle as 12 [Twelve] Months for the purpose of classification of its Assets and Liabilities as Current and Non-Current.

[D] FIXED ASSETS Fixed Assets are valued at Cost less Depreciation.

[E] DEPRECIATION Depreciation is provided on original cost of Fixed Assets on the Straight Line Method at the rates prescribed in Schedule II to the Companies Act, 2013.

[F] INVESTMENTS (a) Classification

Investments are classified into the following cate-gory

Long Term Investments All investments in securities, where such invest-ments are intended [at the time of purchase or ac-quisition thereof] to be held for a period exceeding one year are classified as Long Term Investments.

(b) Valuation Long Term Investments are valued at cost. How-ever, as a matter of prudent accounting, major diminution in the value of the investments are charged off in the accounts and shown as an ex-traordinary item.

[G] INVENTORIES Stock-in-Trade [Securities] is valued at lower of cost or net realizable value. The net realizable value for quoted shares is determined based on the last quoted price at a recognized Stock Exchange. For unquoted shares, the net realizable value is taken as the Fair Market Value, determined on the basis of Rule 11U and 11UA of the Income Tax Rules. However, where the Fair Market Value of unquoted shares and securities are not readily determinable, the same are taken at the cost price.

[H] REVENUE RECOGNITION (a) Fees for Management of Issues and Placement of

Securities, if any, are accounted for in accordance with the payment schedule as agreed in the Memo-randum of Understanding entered into with the Issuer Companies or the Letter of Mandate ac-cepted/signed by them.

(b) Dividends and Interest on Debentures are ac-counted for as and when received.

(c) Service Charges for Fund Syndication, if any, are accounted for on completion of Syndication.

(d) All expenses are accounted for on an accrual basis, except statutory payments which are accounted for as and when paid.

SIGNIFICANT ACCOUNTING POLICIES


Page | 45

[I] INCOME TAXES Tax expense comprises of current and deferred tax. Cur-rent income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act, 1961.

[J] DEFERRED TAX Deferred tax is recognized on timing differences being the difference between the taxable income and the ac-counting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and tax laws enacted or subsequently enacted as on the report-ing date. Deferred tax liabilities are recognized for all timing differences. Deferred tax assets are recognized for timing differences as well as for unabsorbed carry forward losses and depreciation, if any, only if there is virtual certainty that there will be sufficient future tax-able income available to realize the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets would be reviewed at each Balance Sheet date for their realisability

[K] RETIREMENT GRATUITY BENEFITS Retirement Benefits in the form of Gratuity is provided in the Profit and Loss Account. Gratuity Liability is a defined benefit/obligation and in the current year such provision has been made on the basis of an actuarial valuation. Such actuarial valuation has been made on the basis of Projected Unit Cost method.

Provident Fund contribution is made to the Employees Provident Fund Scheme of the Government of India. The Company does not have Superannuation Pension Plan since the same is covered by contributions to the Pension Scheme under Employees Provident Fund Act. The Company has not made any investment in Plan Assets towards the Gratuity Liability.

[L] SEGMENT REPORTING The Company has income from one segment only (Retail Mobilization Services) and accordingly, AS 17

relating to Segment Reporting is not applicable to the Company for the relevant year.

[M] EARNINGS PER SHARE Basic Earnings Per Share is computed by dividing the Profit/(Loss) After Tax [including the post tax effect of Extra-Ordinary Items, if any] by the weighted average number of equity shares outstanding during the year.

Diluted Earnings Per Share is computed by dividing the Profit / (Loss) After Tax (including the post tax effect of Extra-Ordinary Items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriv-ing basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be con-verted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilut-ive potential equity shares are determined independ-ently for each period presented. The number of equity shares and potentially dilutive equity shares are ad-justed for share splits/reverse share splits and bonus shares, as appropriate.

[N] PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be outflow of resources. Contingent Li-abilities are not recognized, but are disclosed in the notes. Contingent assets are neither recognized nor dis-closed in the financial statements.

SIGNIFICANT ACCOUNTING POLICIES


Page | 46

The Previous Year Figures have been regrouped/reclassified wherever necessary to confirm to the Current Year’s Presentation

List of Shareholders holding more than 5% of the Total Number of Shares issued by the Company.


As At

March 31, 2014

NAME OF THE SHAREHOLDER No. of Shares % Held No. of Shares % Held

VCK Share & Stock Broking Services Limited 1,218,952 13.47 1,218,952 13.47

VCK Investments Private Limited 1,392,828 15.39 1,392,828 15.39

Reinhold Jungmann 750,000 8.29 750,000 8.29

DISCLOSURE OF RIGHTS The Company has issued only one class of equity shares having a par value of `10/-. Each holder of equity shares is entitled to one vote per share. Dividends declared in Indian Rupees and when proposed by the Board of Directors is subject to the ap-proval of the shareholders at the Annual General Meeting, except in the case of interim dividend, if any. In the event of liqui-dation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribu-tion will be in proportion to the number of equity shares held by the shareholders.

NOTES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

RECONCILIATION OF NUMBER OF SHARES Nos. (`/000s) Nos. (`/000s)

Shares Outstanding as on April 01, 20104 / April 01, 2013 9,050,286 90,587.86 9,050,286 90,587.86

Shares Outstanding as on March 31, 2015 / March 31, 2014 9,050,286 90,587.86 9,050,286 90,587.86


NOTE 2 : SHARE CAPITAL (`/000s)

As At March 31, 2015 As At March 31, 2014

AUTHORISED SHARE CAPITAL

1,50,00,000 Equity Shares of `10/- each 150,000.00 150,000.00

6,00,030 Preference Shares of `10/- each 48,002.40 48,002.40

2,01,99,760 Unclassified Shares of `10/- each 201,997.60 201,997.60

400,000.00 400,000.00

ISSUED SHARE CAPITAL

90,50,286 [P.Y. 90,50,286] Equity Shares of `10/- each 90,502.86 90,502.86

ISSUED, SUBSCRIBED AND PAID-UP

90,50,286 [P.Y. 90,50,286] Equity Shares of `10/- each fully paid in Cash

90,502.86 90,502.86

Add : Share Forfeiture Account. 85.00 85.00

TOTAL 90,587.86 90,587.86

Page | 47

NOTE 3 : RESERVES AND SURPLUS (`/000s)


As At

March 31, 2014

Security Premium Account 60,98.20 6,098.20

DEBIT BALANCE OF PROFIT AND LOSS ACCOUNT

Opening Balance (61,309.94) (59,833.07)

Add : Profit / (Loss) For The Year 1,064.82 (1,476.87)

(60,245.12) 61,309.94

TOTAL (54,146.92) (55,211.74)

NOTE 4 : LONG TERM BORROWINGS (`/000s)


As At

March 31, 2014

UNSECURED

Deposits 30.00 30.00

Loans and Advances From Related Parties -- 2,628.57

Other Loans and Advances 49.44 673.72

TOTAL 79.44 3,332.29

UNCLAIMED DEPOSITS Against the amount lying under Unclaimed Public Deposit, an aggregate amount of `45,533/-, inclusive of interest has

been transferred to the Investor Education and Protection Fund

NOTE 5 : DEFERRED TAX LIABILITIES (`/000s)

As At

March 31, 2015


Opening Deferred Tax Liability 877.40 896.78

TOTAL -- 877.40

Less : Deferred Tax Liability Written Back (877.40) (19.38)


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NOTE 6 : LONG TERM PROVISIONS (`/000s)


As At

March 31, 2014

Provision For Gratuity 66.00 54.00

Provision For NPA 4,670.00 4,670.00

Provision For Doubtful Advance 164.81 164.81

TOTAL 4,900.81 4,888.81

NOTE 7 : OTHER CURRENT LIABILITIES (`/000s)

As At

March 31, 2015


Liabilities For Expenses 333.05 378.37

Tax at Source Payable 7.91 7.01

TOTAL 340.96 385.38

Loans and Advances From Related Parties -- --

NOTE 8 : SHORT TERM PROVISIONS (`/000s)


As At

March 31, 2014

Provision For Employee Benefits 0.75 7.25

TOTAL 0.75 7.25

NOTE 9 : FIXED ASSETS (`/000s)

DEPRECIATION NET BLOCK

PARTICULARS As At 31.03.2014

Addi-tions

Deduc-tions

As At 31.03.2015

As At 31.03.2014

For The

Period

Deduc-tions /

Adjust-ments

As At 31.03.2015

As At 31.03.2015

As At 31.03.2014

TANGIBLE ASSETS

Land 394.38 -- 394.38 -- -- -- -- -- -- 394.38

Buildings 653.41 -- 653.41 -- 228.33 5.03 233.36 -- -- 425.08

TOTAL 1,047.79 -- 1,047.79 -- 228.33 5.03 233.36 -- -- 819.46

Previous Year 3,362.57 -- -- 3,362.57 2,434.55 108.56 -- 2,543.11 819.46

GROSS BLOCK

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NOTE 10 : NON-CURRENT INVESTMENTS (`/000s)


As At

March 31, 2014

No. of Shares Amount No. of Shares Amount

OTHER INVESTMENTS

[Equity Shares of `10/- each fully paid-up except otherwise stated]

[A] QUOTED

ICICI Bank Limited [Equity Shares of Rs. 2/- each] 1 1.00 1 1.00

Credence Sound & Vision Limited 177000 123.90 177000 123.90

TOTAL [A] 124.90 124.90

Aggregate Market Value 124.22 125.15

[B] UNQUOTED

VCK Forex Services Private Limited 8000 800.00 8000 800.00

VCK Share & Stock Broking Services Limited -- -- 412500 16,500.00

TOTAL [B] 800.00 17,300.00

[C] PREFERENCE SHARES

VCK Forex Services Limited -- -- 10000 1,000.00

TOTAL [C] -- 1,000.00

TOTAL [A] + [B] + [C] 924.90 18,424.90

The Company has reclassified 412500 Equity Shares of VCK Share & Stock Broking Services Limited as Stock-in-Trade during the Financial Year 2014-15. The same have not been disposed off during the year, but, the Company intends to dispose of the same in the near future. Tax implication, if any, relating to Capital Gains/Loss would be accounted for in the year in which the shares are disposed off as per the requisite provisions of the Income Tax Act, 1961.

NOTE 11 : DEFERRED TAX ASSET (`/000s)


As At

March 31, 2014

Deferred Tax Asset 20.39 --

TOTAL 20.39 --

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NOTE 12 : LONG TERM LOANS AND ADVANCES (`/000s)

As At

March 31, 2015


[UNSECURED CONSIDERED GOOD]

Security Deposit 265.97 265.98

Other Loans 4,000.00 10,690.00

Advance to Related Party 3,670.35 7,034.59

Other Advances 757.40 757.39

TOTAL 8,693.72 18,747.96

(1) Presently, the Company is involved in Marketing of Mutual Funds. It is not involved in any NBFC Activity. Therefore, in the opinion of the Management, relevant provision involving NBFC activity is not applicable.

(2) Other Loans includes `40,00,000/- [P.Y. `40,00,000/-] which is sub-judice and pending final outcome of the claim pre-ferred by the Company, no additional write off/provisioning is considered necessary. Further, the Company has been allotted fully paid equity shares at par against other loans of `66,90,001/- outstanding as at April 01, 2014, which was a related subject matter of the aforesaid sub-judice loan. Since the Company plans to dispose off the shares allotted against the loan amount in the near future, the same has been classified as Stock-in-Trade.

(3) Advances to related parties have been duly confirmed by the concerned related parties.

(4) In the opinion of the Management, the Long Term Loans and Advances are stated at amounts which are fully recoverable.

NOTE 13 : OTHER NON-CURRENT ASSETS (`/000s)

As At

March 31, 2015


[UNSECURED CONSIDERED GOOD]

Long Term Trade Receivables Outstanding For More Than 6 Months 3.24 6,483.24

TOTAL 3.24 6,483.24

Against the Long Term Trade Receivables of `64,82,240/- due from a party outstanding as at April 01, 2014 [which was a related subject matter of an advance amount of `40,00,000/- against which the Company has preferred a claim and the matter is sub-judice], the Company has been allotted fully paid equity shares at par. Since the Company plans to dispose off the shares allotted in the near future, the same has been classified as Stock-in-Trade.

Page | 51


NOTE 14 : INVENTORIES (`/000s)

As At

March 31, 2015


Stock-in-Trade 28,118.60 --

TOTAL 28,118.60 —

(1) Stock-in-Trade is valued at lower of cost or net realizable value. The net realizable value has been taken as the Fair Market Value, determined on the basis of Rule 11U and 11UA of the Income Tax Rules. However, where the Fair Market Value of unquoted shares is not readily available, the same has been taken at the cost price. In the opinion of the Management, there would be no diminution in the value of such shares held as Stock-in-Trade and the amount realizable would not be lower than the cost price.

(2) M/s. Innovative Capital Strategies Private Limited is classified as an Associate Company as per Section 2(6) of the Com-panies Act, 2013, since more than 20% of the Equity Share Capital of the Entity is held by the Company. However, in the opinion of the Management, since the same are held as Stock-in-Trade and would be disposed off in the near future, con-solidation of the accounts of the said Entity would not be required as per Clause 7 of Accounting Standard 23.

NOTE 15 : CASH AND CASH EQUIVALENTS (`/000s)

As At

March 31, 2015


BALANCES WITH BANKS

With Schedule Banks in Current Account 3,865.63 352.28

Cash on Hand 0.08 0.02

TOTAL 3,865.71 352.30

Certain balance lying in Dormant Banking Accounts aggregating to `2,48,569/- [P.Y. `2,48,569] has not been adjusted/written off, pending final outcome of the appeal preferred by the Company against the erstwhile Bank of Rajasthan Lim-ited [since taken over by ICICI Bank Limited]

Page | 52


NOTE 16 : OTHER CURRENT ASSETS (`/000s)

As At

March 31, 2015


Deposits [In Investor Education and Protection Fund] 45.53 45.53

Other Advances -- 5.90

TOTAL 136.34 51.43

Tax Deducted at Source 90.81 --

NOTE 17 : REVENUE FROM OPERATIONS (`/000s)


As At

March 31, 2014

Retail Mobilization Services 135.63 177.86

TOTAL 135.63 177.86

NOTE 18 : OTHER INCOME (`/000s)

As At

March 31, 2015 As At

March 31, 2014

Excess Depreciation Written Back 12.03 --

Profit on Sale of Building 8,394.64 --

TOTAL 13,483.99 51.75

Profit on Sale of Land 4,939.72 --

Miscellaneous Income 137.60 51.75

Page | 53


NOTE 19 : PURCHASES (`/000s)

As At

March 31, 2015


Investments Converted into Stock-in-Trade 16,500.00 --

Securities Bought During The Year 10,363.95 --

TOTAL 40,033.95 --

Securities allotted in lieu of Loans/Outstanding 13,170.00 --

NOTE 20 : CHANGES IN INVENTORIES (`/000s)


As At

March 31, 2014

CLOSING STOCK

Stock-in-Trade / Securities 28,118.60 --

OPENING STOCK

Increase / (Decrease) in Stock (28,118.60) --

NOTE 21 : EMPLOYEE BENEFIT EXPENSES (`/000s)


As At

March 31, 2014

Basic Salary 221.03 247.45

Dress Allowances 4.90 6.50

Fixed Conveyance 2.23 10.03

Gratuity 12.00 1.00

House Rent Allowance 80.36 89.97

Leave Salary 9.31 --

Medical Allowance 3.71 5.00

Other Allowance 69.31 81.22

TOTAL 402.85 441.17

Page | 54


NOTE 22 : OTHER EXPENSES (`/000s)

As At March 31, 2015 As At March 31, 2014

Advertisement 62.70 57.57

Annual Subscription -- 1.12

Auditor Expenses -- 0.16

Bank Charges 0.79 0.93

Business Promotion -- 1.00

Custodial Expenses 16.53 16.85

Conveyance Expenses 1.25 1.21

Demat Charges 5.13 --

Electricity Charges 116.90 578.40

Employers Contribution [EPF] 17.53 12.06

Employers Contribution [PF] 7.70 5.30

ESI Paid 15.55 20.01

Filing Fees 5.90 2.50

General Charges 4.45 34.88

Insurance Charges 5.09 1.39

Legal Charges -- 8.19

Listing Fees 129.21 44.94

Meeting Expenses 18.23 16.28

Office Maintenance 105.00 1.24

Out Of Pocket Expenses 9.77 13.53

PF Administration Charges 2.59 1.61

Postage & Telegraph 58.67 41.09

Printing & Stationery 51.45 42.83

Professional Fees 122.80 43.30

Professional Tax 2.50 2.50

Rates & Taxes 32.09 --

Rent 120.00 --

Retainership Fees 9.00 1.38

Repair & Maintenance 74.99 145.65

Service Charges 40.45 40.45

Sub Brokerage 59.47 --

Tax Audit & Audit Fees 24.72 24.72

Trade Licence 8.90 3.00

TOTAL 1,129.36 1,164.09

Page | 55


OTHER NOTES

(23) CONTINGENT LIABILITIES

(24) AMOUNT PAID TO AUDITORS

(25) Pursuant to the orders of the Hon’ble High Court dated June 14, 1999 and the Debts Recovery Tribunal-I, Kolkata dated December 06, 1999, no further amounts are payable by the Company to ICICI Bank Limited [formerly Bank of Rajasthan Limited]. The Hon’ble High Court vide its order dated June 14, 1999 directed the Company to collect all balance lease rentals. ICICI Bank Limited [formerly Bank of Rajasthan Limited] has filed an Appeal on February 21, 2000 challenging the order dated June 14, 1999. No stay has yet been obtained although the final result of the Appeal is awaited. Therefore, in the opinion of the Management no provision is considered necessary, since no further amounts are payable by the Company to ICICI Bank Limited [formerly Bank of Rajasthan Limited].

(26) DEFERRED TAX LIABILITY (WRITE BACK) The Deferred Tax Liability written back during the Year on account of timing difference in respect of Depreciation is as follows :

Since the Fixed Assets of the Company comprising of Land and Building, have been sold during the year, the Deferred Tax Liability against such Assets have been written back in the books.

(27) Balances of Sundry Creditors, Deposits, certain Bank Accounts and Advances are subject to confirmation and reconcilia-tion. However, in the opinion of the Management, all the Loans and Advances are considered good and recoverable.

(28) No provision for Current Income Tax [including Minimum Alternate Tax] has been made in view of the Carried Forward

Losses, including unabsorbed Depreciation.

(`/000s)

Sl. No.

Particulars As On

March 31, 2015

As On March 31, 2014

1. Contingent Liabilities [not provided for] in respect of claims against the Company not acknowledged as debts

-- --

2. Estimated amount of contracts remaining to be executed on Capital Account [Net of Advances] -- --

(`/000s)



Audit Fees 24,719 24,719

For Other Services -- --

TOTAL 24,719 24,719

(Figures in `)

2014-2015 2013-2014

Timing Difference in respect of Depreciation [Written Back] 896.78 19.38

Timing Difference in respect of Gratuity [Asset] 1.01 --

Net Deferred Tax Liability [Written Back] 897.79 19.38

Page | 56


(29) QUANTITATIVE DETAILS OF SHARES AND SECURITIES ~ HELD AS STOCK-IN-TRADE

(30) Based on the information/documents available with the Company, there are no dues to Micro, Small and Medium Enter-prises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2015.

(31) Impairment/Loss of Assets ~ Since the Company does not have any significant Assets, the provisions of AS 28 relating to impairment of Assets is not applicable for the relevant year. Also, in the opinion of the Management, the Current Assets, Loans and Advances are fully recoverable and no Losses are anticipated.

(32) There have been no Earnings or Expenses in Foreign Currency during the relevant year.

(33) BASIC AND DILUTED EARNINGS PER SHARE

CURRENT YEAR (`/000s)

OPENING STOCK CONVERTED SALES CLOSING STOCK

Quantity Amount Quantity Amount Quantity Amount Quantity Amount

SHARES

-- -- 2,036,427 4,033.95 -- -- 2,036,427 28,118.60

PREVIOUS YEAR (`/000s)

OPENING STOCK CONVERTED SALES CLOSING STOCK

Quantity Amount Quantity Amount Quantity Amount Quantity Amount

SHARES

-- -- -- -- -- -- -- --

2014-2015 2013-2014

[A] BASIC

Number of Equity Shares at the Beginning of the Year 9050286 9050286

Number of Equity Shares at the End of the Year 9050286 9050286

Weighted Average Number of Shares During the Year 9050286 9050286

Face Value of Each Equity Share [`] 10 10

Profit After Tax available for Equity Shareholders (`/000s) 1,064.83 (1,476.87)

Basic Earnings Per Share [`] 0.12 (0.16)

[A] DILUTED

Number of Dilutive Potential Shares -- --

Diluted Earnings Per Share [`] 0.12 (0.16)

Page | 57


(34) STATEMENT OF GRATUITY LIABILITY

(35) RELATED PARTY DISCLOSURE Details of Transactions with related parties as per AS 18

STATUS OF GRATUITY

PARTICULARS As At March 31, 2015

ASSUMPTIONS

Discount Rate Per Annum Compund 7.84%

Expected Rate of Increase In Salary 5.00%

Average Future Service 18.75 Years

Retirement Age 58 Years

NET ASSET / (LIABILITY) TO BE RECOGNISED IN BALANCE SHEET AS PER ACTUARIAL CALCULATIONS

(` /Lacs)

Present Value of Defined Benefit Obligation 0.66

Fair Value Of Plan Assets --

Funded Status [Surplus Deficit] (0.66)

Unrecognised Past Service Costs --

Net Asset / (Liability) recognized in Balance Sheet as per actuarial calculations 0.66

(NET ASSET) / LIABILITY RECOGNISED IN BALANCE SHEET (` /Lacs)

Obligations at the Beginning of the Year 0.54

Total Employer Cost [Net] Written Back 0.12

Obligations at the End of the Year 0.66

[1] Individuals Exercising Significant Influence Mr. Madhukar Kampani, Chairman [deceased on April 02, 2014] Mr. Samir Kothari, Managing Director Mr. Hemal Kampani, Director

[2] Relatives of the Above Ms. Shilpa Kampani, Director of the Company is the wife of Mr. Hemal Kampani

Mr. Hemal Kampani, Director of the Company is the son of Late Madhukar Kampani

[3] Entities in which persons listed in (1) and (2) Exercise Significant Influence

VCK Share & Stock Broking Services Limited VCK Commodity Services Private Limited VCK Forex Services Private Limited VCK Investments Private Limited Arham Capital Advisory Services Limited

Note : Related Party relationship are as identified by the Management and relied upon by the Auditors

Page | 58


TRANSACTIONS WITH RELATED PARTIES

[Figures in Parenthesis relate to the Previous Financial Year]

(36) Previous Year’s Figures have been regrouped and rearranged wherever necessary.

(37) Figures have been rounded off to the nearest thousand rupees.

(`/000s)

Individuals and Relatives

Exercising Significant

Control

VCK Share & Stock Brok-ing Services

Limited

VCK Com-modities Services

Private Lim-ited

VCK Forex Services Pri-vate Limited

VCK Invest-ments Private

Limited

Income -- -- -- -- --

Expenses -- -- -- -- --

Others -- -- -- -- --

BALANCES OUTSTANDING AT THE END OF THE YEAR

Loans and Advances Payable -- -- -- -- --

-- (2,028.66) (599.91) -- --

Loans and Advances Receivables -- -- -- -- 3,670.35

-- -- -- (243.95) (6,790.64)

Investment in Group Companies -- -- -- 800.00 --

-- (16,500.00) -- (1,800.00) --

Corporate Guarantees Given [Shown as Contingent Liability]

— -- -- -- --

-- -- -- -- --









Page | 59


CASH FLOW

(`/000s)

March 31, 2015 March 31, 2014

[A] CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) Before Tax and Extra-Ordinary Items 167.03 (1,496.25)

Add : Adjustment For :

Depreciation 5.03 120.60

Excess Depreciation of Earlier Years (12.03) --

Profit on Sale of Land and Building (13,334.36) --

Operating Profit / (Loss) Before Working Capital Charges (13,174.34) (1,375.65)

Add : Adjustments For Changes in Working Capital

Increase / (Decrease) in Stock-in-Trade (28,118.60) --

Increase / (Decrease) in Trade Receivables 6,480.00 --

Increase / (Decrease) in Other Current Assets (84.92) 77.71

Increase / (Decrease) in Current / Non-Current Liabilities; Trade Pay-ables and Provisions

(44.43) 86.40

Cash (Used in) / Generated From Operating Activities (34,942.29) (1,211.54)

Net Cash (Used in) / Generated From Operating Activities (34,942.29) (1,211.54)

[B] CASH FLOW FROM INVESTING ACTIVITIES

Sale Proceeds of Land and Building 14,148.80 --

Redemption of Investments 1,000.00 --

Conversion of Investments to Stock-in-Trade 16,500.00 --

Increase / (Decrease) in Long Term Loans and Advances 10,054.24 (137.58)

Net Cash (Used in) / Generated From Investing Activities 41,703.04 (137.58)

[C] CASH FLOW FROM FINANCING ACTVITIES

Long Term Borrowings and Provisions (3,247.35) 1,361.62

Net Cash (Used in) / Generated From Financing Activities (3,247.35) 1,361.62

Net Increase in Cash & Cash Equivalents 3,513.41 12.50

Opening Cash and Cash Equivalents 352.30 339.80

Closing Cash and Cash Equivalents 3,865.71 352.30









Page | 60


[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]


CIN : L67190WB1983PLC035658 Registered Off. : “16, India Exchange Place, Room No. 19, First Floor, Kolkata - 700001”

[email protected]

I/We, being the Member(s) of …………………………………………… shares of the above named Company, hereby appoint Name : …………………………………………………………………………. Email : …….…………………………………………...

Address : ……………………………………………………………………………………………………………………………………

……………………………………………………………………………….. Signature : ………………………………………………..

or failing him / her

Name : …………………………………………………………………………. Email : …….…………………………………………..

Address : …………………………………………………………………………………………………………………………………...

……………………………………………………………………………….. Signature : ………………………………………………..

or failing him / her

Name : …………………………………………………………………………. Email : …….…………………………………………..

Address : …………………………………………………………………………………………………………………………………...

……………………………………………………………………………….. Signature : ………………………………………………..

[Contd…..]

Name of the Member(s) :

:

Registered Address

E-mail :

Folio No. / Client ID :

DP ID

PROXY FORM

Page | 61


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the Company, to be held on Wednesday, August 05, 2015 at 11 a.m. at Bhartiya Bhasha Parishad, 36A, Shakespeare Sarani, Kol-kata - 700017 (place) and at any adjournment thereof in respect of such resolutions as are indicated below

Signed; this ………………………… day of …………………………………. 2014 ……………………………………………… ………………………………………….. Signature of Member Signature of the Proxy Holder(s) NOTE :

1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

2. It is optional to indicate your preference. If you leave the for, against or abstain column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he / she may deem appropriate.

Resolution Number

Vote [Optional See Note 2] [Please mention No. of Shares]

For Against Abstain

Resolution

Affix Revenue

Stamp

Page | 62



CIN : L67190WB1983PLC035658 Registered Off. : “16, India Exchange Place, Room No. 19, First Floor, Kolkata - 700001”

[email protected]

32ND ANNUAL GENERAL MEETING

I certify that I am a member / proxy for the member of the Company

I hereby record my presence at the THIRTY SECOND ANNUAL GENERAL MEETING of the Company at BHARTIYA BHASHA PARISHAD, 36, Shakespeare Sarani, Kolkata - 700017, India on August 06, 2014 at 11.00 a.m. IST …………………………………………………… …………………………………………………... Name of the member / proxy Signature of the member / proxy (in BLOCK letters) Note : Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the Annual Report to the AGM.

ATTENDANCE SLIP

Registered Folio No. / DP ID / Client ID

Number of Shares Held

Page | 63

If undelivered, please return to :

VCK CAPITAL MARKET SERVICES LIMITED “16, India Exchange Place, Room No. 19, First Floor, Kolkata - 700001