AFFLUENCE

DIRECTORS' REPORT

Funding your Dreams

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 Au­dited Statement of Accounts for the year ended March 31, 2015

OPERATING & FINANCING PERFORMANCE

There was a steep fall in the Operating Income of the Com­pany during the year under review. The Income from Opera­tions reduced by 24%. However there has been an increase in the other income of the company subject to the sale of prop­erty during the year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the company during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments, affect­ing the Financial position of the Company, which have oc­curred between the End of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND

No Dividend have been paid during the year under review.

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 portfo­lios of lot many investors, Mutual Funds are struggling to maintain their Asset Under Management. We are a by product of good economy, sound stock market and futuristic growth of the Corporate Sector results in business for us.

With the change of guard at the Center and reading the mind of the new Government, it is felt that this Government is seri­ously worried about the reduced participation of the Retail Investors participation in Mutual Funds and their investment into Equity.

While I write this, I believe the Government impetus should be to see that the Retail Investors start participating and di­verting their investments into Mutual Fund and Equity which in my opinion should be beneficial to the Company going for­ward.

Our efforts to rejuvenate our Sister Company's Branches to take advantage of the perceived Government's keenness in reviving Retail participation. Albeit, we could only be sure of the commitment after their policies are declared. At least for the time being, we are hopeful.

The Stock Market in last 3 months, is exhausted with a hope the new Government gave and now it's correcting itself to where it started in expectation. But, again as I said about the Government policies and its fruition would finally decide about the future of the distribution and collection Companies, like us.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) introduced by the Companies (Amendment) Act, 2000, your Directors state that:

— in the preparation of Annual Accounts, the applicable ac­counting standard have been followed along with proper explanation relating to material departures;

— the Directors had selected such accounting policies and applied them consistently and made judgments and esti­mates that are reason- able and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year March 31, 2015 and the Profit or Loss of the Company for the period;

— the Directors had taken proper and Sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the asset s of the Company and preventing and detecting fraud and other irregularities;

— the Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2015 on a going concern basis.

— the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Finan­cial Controls are adequate and were operating effectively.

— the Directors have devised proper systems to ensure com­pliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control in all areas.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Key Managerial Personnel

[1] Mr. Samir Kothari ~ Managing Director

[2] Mr. Ayan Bhattacharya ~ Chief Financial Officer

[3] Ms. Chandrani Bhattacharjee ~ Company Secretary

Non-Executive, Non-independent Directors

[1] Mr. Hemal Kampani [2] Mrs. Shilpa Kampani [3] Mr. Sandip Kampani [4] Mr. Pradip Belawala

Non-Executive, Independent Directors

[1] Mr. Madhukar Manilal Bhagat

[2] Mr. Prafull Pranjivan Shah

[3] Mr. Nabankur Roy

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Sandip Kam­pani, Director of the Company, retires by rotation at the ensu­ing Annual General Meeting of the Company and being eligi­ble offer for re-appointment.

The above re-appointments form part of the Notice of the An­nual General Meeting and Profiles of the Directors as required under Clause 49 of the Listing Agreement are given in the Report on the Corporate Governance forming part of this An­nual Report.

Cessation

Mr. Madhukar Kampani, Non-Executive Director of the Company passed away on April 02, 2014. The Board places on record its deep appreciation for the valuable contribu­tion made by him during his tenure as Director of the Company.

- Mr. A. V. Iyengar, Independent Director, has submitted his resignation to the Board with effect from February 06, 2015 due to his principle to resign since attaining the age of 75 years.

The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. A. V. Iyengar, towards the growth and development of the Com­pany during his tenure as a Director.

Appointment Meeting to be held after this meeting, subject to ratification at

- Mrs. Shilpa Kampani has been appointed as an Additional every Annual General Meeting. Director w.e.f. February 06, 2015 to fill the vacancy of

Women Director on the Board- ^e observation made in the Auditors' Report read together  with relevant notes thereon are self explanatory and hence, do

- Mr. Nabankur Roy has been appointed as an Additional not call for any further comments under Section 134 of the Independent Director w.e.f. February 06, 2015; Companies Act, 2013.

The Board now recommends the appointment of Mr. Na­bankur Roy as an Independent Director under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agree­ment in the ensuing Annual General Meeting to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of the 37th Annual General Meeting of the Company to be held in the year 2020.

MEETINGS OF THE BOARD

During the Financial Year Ended March 31, 2015, 6 (Six) Board Meetings were held (including Independent Director's Meet­ing) and 4 (Four) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on February 10, 2015, inter alia, to discuss:  

Evaluation of the performance of Non Independent Direc- [I] tors and the Board of Directors as a whole;

— Evaluation of the performance of Chairman of the Com­pany, taking into account the views of the Executive and Non Executive Directors.

— Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting

The observation of the Auditors are duly dealt in Notes of Accounts at attached to the Balance Sheet and are self - ex­planatory in nature.  

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 e every Annual General Meeting. The observatory 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 ofAccounts at attached to the Balance Sheet and are self - explanatoryin nature

Secretarial Audit

The Board has appointed Mrs. Rinku Gupta, Practising Com­pany Secretary, to carry out the Secretarial Audit pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Manage­rial Personnel) Rules, 2014 for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith and marked as Annexure-I to this Report.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013. A Non-Mandatory Committee is also formed by the Board.

Mandatory Committees

(a) Audit Committee

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board.

The Audit Committee is responsible for the rec­ommendation of the appointment, remuneration, performance and oversight of the work of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit. At present, there are three Members of the Audit Committee, in which all are Independent Directors

Vigil Mechanism

The Board has adopted the Vigil Mechanism, which also incorporates a whistle blower policy to promote report of any unethical or improper prac­tice or violation of the Company's Code of Con­duct or complaints regarding its accounting, au­diting, internal control or disclosure practices. It gives a platform to the whistle blower to report any unethical or improper practice (not necessary violation of law) and to define processes for re­ceiving and investigating complaints. The confi­dentiality of those reporting violations is main­tained and they are not subject to any discrimina­tory practice. More details are available at www. vckss. ctnlinks. com.

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Com­mittee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Director's performance, formulation of Re­muneration Policy to include recommendation of remuneration for Directors, Key Managerial Per­sonnel and Senior Management.

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

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.

The Board has, on the recommendation of the Appointment and Remuneration Committee framed a Policy for Selection and Appointment of Directors, Senior Management and their remu­neration. This Policy inter-alia includes:

Criteria of Selection of Non-Executive Di­rectors

- Non-Executive Directors will be selected on the basis of Identification of Indus­try / subject leaders with strong experi­ence. The advisory area and therefore the role may be defined for each independ­ent director;

- The Nomination and Remuneration Committee shall ensure that the Candi­date identified for Appointment as a Director is not disqualified for Appoint­ment under Section 164 of the Compa­nies Act, 2013.

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

(ii) Remuneration

- The Independent Directors shall be enti­tled to receive remuneration by way of sitting fees for each meeting of the Board or Committee of the Board attended by them, or such sum as may be approved by the Board of Directors within the overall limits prescribed Under the Com­panies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board/ Committee Meetings.

(b) Share Transfer and Stakeholders Relationship Committee

Your Company has reconstituted the Share Trans­fer and Stakeholders Relationship Committee of the Company pursuant to the relevant provisions of the Companies Act, 2013 which comprises of three Non-Executive Directors. The committee was headed by the Chairman of the Board Mr. Madhukar V. Kampani. Due to the demise of Mr. Madhukar V. Kampani, Mr. Pradip Belawala has been elected as the Member and also the Chair­man of the Committee w.e.f. May 27, 2014

RISK MANAGEMENT POLICY

The Management has put in place adequate and effective sys­tem and man power for the purposes of risk management. In the opinion of the Board, following would threaten the exis­tence risk of the Company:

— Staying one step ahead of risk

The company has laid down a well-defined risk manage­ment mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitiga­tion process. A detailed exercise is being carried out to identify, evaluate, manage and monitor­ing of both business and non-business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Com­mittees of the Board. The performance evaluation of the Inde­pendent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

VCK FIXED DEPOSIT SCHEMES

As reported earlier the Company continued honouring all its obligations regarding Fixed Deposit repayments on maturity including interest thereon.

Information as per Non-Banking Finance Companies Accep­tance of Public Deposits (Reserve Bank) Directions, 1998 as on March 31, 2015 is furnished below :

Unclaimed Deposits

Against the amount lying under Unclaimed Public Depos­its, an Investors Education and Protection Fund has been opened. The amount lying in Investor Education and Pro­tection Fund as on March 31, 2015 is ?45,533/-.

ORDERS PASSED BY THE REGULATORS

There has been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

DISCLOSURES UNDER SEXUAL HARRASMENT OF holders

There has been no cases lodged under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY AB­SORPTION

The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3) (m) of the Compa­nies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO

During the period under review there was no Foreign Ex­change Earnings or out flow.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company are covered under Section 197(12) of the Companies Act, 2013 read with the Com­panies (Particulars of Employees) Rules, 1975, as amended

SUBSIDIARY / TOINT VENTURES / ASSOCIATES

The Company has no Subsidiary/ Joint Ventures/ Associates.

PARTICULARS OF CONTRACTS AND ARRANGE­MENTS WITH RELATED PARTIES

All Contracts/Arrangements/Transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm's length ba­sis. During the year, the Company had not entered into any Contract/ Arrangement/Transactions with related parties that could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

Your Directors draw attention of the Members to Note 34 of the Financial Statement, which sets out related party disclo-

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES PROVIDED.

No loan given, investment made, guarantee given and security provided during the Financial Year under Report. Although an outstanding amount stands in the Books of the company as explained in Note 12(2).

DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are trad­able compulsorily in Electronic Form and the Company has established connectivity with both the Depositories in the Country i.e. NSDL and CDSL. In view of the various advan­tages offered by the Depository System. Members are re­quested to avail of the facility of dematerialization of the Com party's shares on either of the aforesaid Depositories.  

CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct, CORPORATE SOCIAL RESPONSIBILITY  which is applicable to the Members of the Board and all Em- As per Section 135 of the Companies Act, 2013, the provisions  ployees in the course of day-to-day business operations of the for Corporate Social Responsibility are not applicable to the  Company. Company.

PREVENTION OF INSIDER TRADING LISTING

The Company has adopted a Code of Conduct for Prevention Your Company's shares are listed at BSE Limited and The  of Insider Trading with a view to regulate trading in Securities Calcutta Stock Exchange Limited. However, delisting Applica-  by the Directors and Designated Employees of the Company, tion with The Calcutta Stock Exchange Limited is still under

The Board is responsible for implementation of the Code. process.

EXTRACT OF ANNUAL RETURN

The Details forming part of the Extract of the Annual Return in Form MGT-9 is annexed herewith and marked as Annexure -II to this Report.

CORPORATE GOVERNANCE & MANAGEMENT DIS­CUSSION AND ANALYSIS REPORT

As required by the Listing Agreement with the Stock Ex­changes, reports on Corporate Governance and Management Discussion & Analysis Report, as approved by the Board, to­gether with a Certificate from our Company Secretary are set out in the Annexure forming part of this report.

However as per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th day of September, 2014, the provi­sions of Clause 49 does not stand applicable for the Company with effect from 1st day of October, 2014. Therefore the Corpo- rate Governance Report is prepared for the half year ended 30th day of September, 2014.

ACKNOWLEDGEMENT

Your Directors wish to thank the Shareholders, Clients, Bank­ers and Others associated wit h the Company for their contin­ued support during the year. Your Directors also wish to place on record their appreciation for the dedication and commit­ment of the Employees at all levels.

On Behalf of the Board of Directors

Sd/- Hemal Kampani

Chairman

Place : Kolkata

Date : May 29, 2015