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VLS Finance Ltd.

BSE: 511333 Sector: Financials
NSE: VLSFINANCE ISIN Code: INE709A01018
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OPEN 90.20
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VOLUME 28258
52-Week high 99.60
52-Week low 44.30
P/E
Mkt Cap.(Rs cr) 344
Buy Price 0.00
Buy Qty 0.00
Sell Price 88.85
Sell Qty 200.00
OPEN 90.20
CLOSE 90.05
VOLUME 28258
52-Week high 99.60
52-Week low 44.30
P/E
Mkt Cap.(Rs cr) 344
Buy Price 0.00
Buy Qty 0.00
Sell Price 88.85
Sell Qty 200.00

VLS Finance Ltd. (VLSFINANCE) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 29th Annual Report of the Companytogether with the audited statement of accounts for the year ended 31st March2016.

1. Financial Results (Rs. in Lakhs)
For the year ended 31st March 2016 For the year ended 31st March 2015*
Gross Receipts 191701.79 462349.03
Profit before Interest & Depreciation 1036.82 799.38
Less: Interest & Finance Charges 195.80 23.04
Profit before Depreciation 841.02 776.33
Less: Depreciation 44.96 47.64
Profit before Tax 796.06 728.69
Less: Provision for Taxation/(Credits) 94.08 (80.68)
Profit after Tax 701.98 648.01
Surplus brought forward from previous year 4444.25 2495.28
Less: Adjustment on account of transitional Provision effect for depreciation 0.00 1.16
Add: Transfer from Statutory Reserve (Under RBI Act 1934) 0.00 1302.13
Available for Appropriation 5146.23 4444.25
Appropriations:
To General Reserve 0.00 0.00
Surplus c/f 5143.23 4444.25

* (Figures have been regrouped/recast to conform to current year’s methodology)

2. Management Discussion and Analysis

Financial Review

During the year under review profit before tax was Rs.796.06 Lakhs as compared to Rs.728.69 Lakhs for the previous year and profit after tax was also higher at Rs. 701.98Lakhs as compared to Rs. 648.01 Lakhs during the previous year.

Industry Structure and Development

The world economy showed a weakening trend with weak aggregate demand fallingcommodity prices and increasing volatility in the financial markets. Most emergingeconomies have been showing slower economic growth. India has fortunately been able tobuck this trend thanks largely to the country’s domestic demand and comparativelylimited reliance on the external sector for growth. The world economy’s revisedgrowth rate was at 2.4% as compared to 3.6% in the previous year and is projected to growby 2.9% in 2016.

The Asian region is expected to grow at a steady 5.4 percent in 2015–16 and willcontinue to remain the global growth leader. Asia’s growth should benefit fromrelatively strong labour markets and growth in disposable income along with the ongoingrecovery in major developed economies. Low inflation increased public investment revivalof private investment and increased consumption (both urban and rural) were the majorfactors influencing India’s GDP growth which was at 7.4%. The continuing tighteningmeasures by the Reserve Bank of India to combat inflation led to higher cost of fundswhich adversely affected India’s industrial growth. The value of the rupee stabilizedvis--vis other international currencies during the later half of the fiscal year as aresult of various measures taken by the Government and Reserve Bank of India.

Outlook Risks and Concerns

Your Company has been making use of available opportunities in the capital and thecommodities markets for its operations keeping in view its business objectives. TheCompany received registration as stock broker in October 2014. After complying with therequisite formalities of the stock exchange viz. BSE Ltd the Company commenced operationsas stock broker in December 2015.

The underlying strength of Indian consumption and demand continues to remain robust.The country’s equity markets remain a favourite of global investors. The performanceof your Company is closely linked to those of the stock and commodities markets and moreparticularly to stock markets. The growth tendencies for 2016-17 are expected to be mostlyreflective of the developments in these areas. Your Company is cautiously optimistic inthe current scenario and will focus on a well-adjusted portfolio mix resourceful costmanagement and risk containment measures in order to sustain profitability.

The Company is exposed to normal industry risks such as credit interest rateeconomic currency political market and operational risks. Our approach to riskmanagement is based on our extensive experience and well placed risk management framework.The Company views risk management as integral to its business for creating and maintainingbest practices in business operations and administration.

Opportunities and Threats

Positive strides have been made since the new government has taken over. The Company islooking forward to grasp the available opportunities. The Company will also focus onpermitted avenues as a member of the Stock Exchange including corporate advisory and otherrelated services. The uncertain state of the global economy however remains a cause ofconcern.

Adequacy of Internal Financial Control Systems

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalfinancial control systems in the Company its compliance with operating systemsaccounting procedures and policies at all levels of the Company and its subsidiaries.Significant audit observations and the corrective actions thereon are presented to theAudit Committee of the Board. The control framework is established and maintained by theCompany. The observations by the internal and statutory auditors is perused by theManagement the Audit Committee as well as the Board for proper implementation. TheCompany’s internal financial controls have been found to be adequate and effective.

Segment wise Performance

Accounting Standard (AS-17) relating to "Segment Reporting" has been compliedwith. The gross operating income and profit from the other segment is below the normsprescribed in AS-17 hence separate disclosure has not been made.

Cautionary Statement

The statements in the above analysis describing the Company’s projectionsestimates expectations or predictions may be ‘forward looking statements’within the meaning of applicable securities laws and regulations. The actual results maydiffer from those expressed or implied. Important factors that could make a difference tothe Company’s operations include changes in government regulations tax regimeseconomic developments within the country and abroad and other related factors.

3. Dividend

As a measure to conserve resources no dividend is recommended.

4. Reserve

No amount was proposed to be transferred to the reserve during the year under review.

5. Directors/ Key Managerial Personnel (KMP)

The following changes have occurred from 01/04/2015 till the date of this report in thecomposition of the Board of Directors/ Key Managerial Personnel of your Company:

Directors:

Due to untimely demise of Shri Somesh Mehrotra on 22/08/2015 he ceased to be theDirector from that date and Shri M.P. Mehrotra was appointed asNon-Executive/Non-Independent Director on 12.09.2015 to fill the casual vacancy so caused.Shri. B.M. Oza ceased to be Director w.e.f. 30/06/2016 due to his demise.

Shri R. Bandyopadhyay and Shri D.K. Mehrotra have been appointed as AdditionalDirectors in the category of Independent Director w.e.f. 28.05.2016 besides Shri VikasMehrotra who was also appointed an Additional Director on 28.05.2016 in the category ofNon-Independent Director. Shri Vikas Mehrotra is son of Shri M.P. Mehrotra- Promoter andDirector of the Company and is related to him as such.

In accordance with the provisions of Article 89 of the Articles of Association of theCompany Shri K. K. Soni- Director-Finance & CFO will retire by rotation at theensuing Annual General Meeting of your Company and being eligible offers himself forre-election.

The tenure of Shri S.K. Agarwal-Managing Director is ending on 20th August2016 and his reappointment subject to members approval has been made in the Boardmeeting held on 28/05/2016. His tenure as a Managing Director will be effective from21/08/2016 for a period of 3 years.

As already reported Dr. (Mrs.) Sushma Mehrotra ceased to be Director on 09/04/2015 dueto her demise. Dr. (Mrs.) Neeraj Arora was appointed as Additional Director w.e.f.30/05/15 and her appointment as Director liable to retire by rotation was approved bymembers in 28th Annual General Meeting held on 24/09/15.

Key Managerial Personnel (KMP):

Shri K. K. Soni- Director-Finance & CFO was reappointed as such in theextraordinary general meeting held on 19th December 2015. There has been noother change in the Key Managerial Personnel of your Company during the year under review.

6. Independent Directors

The Independent Directors of your company have complied with the relevant provisions ofthe law relating to their declaration served to the Company and they continue to complywith the provisions of the applicable laws & listing regulations.

7. Annual Return extract (MGT-9)

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as annexure A.

8. Contracts with Related Party

The disclosure in prescribed form AOC-2 is enclosed as annexure B.

9. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3) of the Companies Act 2013 the Directorshereby confirm:

a. that in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

d. that they have prepared the Annual Accounts for the financial year ended 31stMarch 2016 on a ‘going concern’ basis.

e. that they have laid down Internal Financial controls to be followed by the Companyand that such Internal Financial Controls are adequate and effective.

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

10. Evaluation of Board/Committees/Individual Directors

The Board carried out the annual performance evaluation of its own performance itsCommittees and Directors. The exercise was led by the independent directors and theChairman. The evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. Separate exercisewas carried out to evaluate the performance of individual directors on parameters such asattendance contribution and independent judgment. The Directors expressed theirsatisfaction with the evaluation process. The aim was to assess the effectiveness of theBoard’s/Committees’ processes and to identify any actions required to improveeffectiveness. The review thus focused on the following associated areas; structureleadership strategy risks decision making and development.

The evaluation process comprised the following:

• Review of Board Committees and management information and other relevantdocumentation

• Meetings with key individuals within the organization.

• Discussions with all directors on the Board Committee members focusing onaspects of the Board’s and Committees’ composition; strategy risk and controls;decision-making roles and performance of the Chairman independent directors executivedirectors and other non-executive directors.

Given the experience and qualifications of the Board members it was not considerednecessary to engage external persons to facilitate the evaluation process. Most directorshave rich experience of corporate environment and so they are accustomed to having theirperformance regularly evaluated.

11. Proper systems to ensure compliances were adequate and effective

The professional conduct sets expectations that all employees shall comply with alllaws and regulations governing company’s conduct. Information is reported upwardsinternally within the organization to senior management and as appropriate also sharedwith the Board of Directors and/or the external auditors. Information is reportedexternally in public filings if it meets the criteria for requiring public disclosure.

12. Number of meetings

During the financial year ended on 31st March 2016 the Board met 5 timeson 28/05/2015 11/08/2015 12/09/2015 06/11/2015 and 09/02/2016.

13. Corporate Social Responsibility (CSR)

With the enactment of the Companies Act 2013 (‘Act’) the Company is coveredunder the threshold prescribed under the Act for CSR.

In the previous year it was reported that the Company had to expend a sum of Rs.498534/- being 2% of the average profits of the previous three years on its CSRinitiatives. However based on the clarification by the Ministry of Corporate Affairs onthe computation of the profits under section 135 of the Companies Act 2013 arecalculated figure of Rs. 647440/- was derived to be spent on its CSR activities whichis higher than the earlier reported figure for the year 2013-2014. The amount to be spenton CSR initiatives for the year 2014-2015 amounted Rs. 846347/-. Out of the total amountof Rs. 1493787/- to be spent on CSR in the year 2015-2016 the Company had placed Rs.648000/- in the ‘Prime Minister’s National Relief Fund’ as recommended bythe CSR committee in its meeting held on 21st March 2016. The unspent amountfor CSR as on 31/03/2016 was Rs. 845787/-. Further Rs. 100000/- was approved by theCSR Committee by circulation on 06/06/2016 to be expended by way of contribution made bythe Company to Jan Akanksha Pratishthan’s (a non-government organisation)‘Flying Feet’ initiative. The cumulative unspent brought forward amount for CSRactivities thus stood at Rs.745787/-. The allocation for the year 2015-16 towards CSRexpenditure amounts to Rs. 798376/-. Accordingly the total unspent amount under CSR ason date of this report is Rs. 1544163/-. This amount will be spent as per the furtherrecommendations of the CSR Committee. Given below is the summary of the amount expended onCSR:

Statement of CSR allocation and expenditure

(in Rs.)
Financial Year Allocated Amount Amount Spent Amount Unspent (cumulative)
2013-2014 647440 Not applicable 647440
2014-2015 846347 0 1493787
2015-2016 798376 648000 1644163
2016-2017 * 100000 1544163

*will be computed after closure of current financial year.

The report of CSR Committee in terms of section 135 of the Companies Act 2013 isenclosed as Annexure –C to this report.

14. Policies

Your Company has formulated following polices to better perform its functions anddeliver results.

A. Corporate Social Responsibility Policy

Primer

VLS Finance Limited (VLSF) is committed to undertake CSR activities in accordance withthe provisions of Section 135 of the Companies Act 2013 and related Rules as amended.

VLSF believes that development has to be all-encompassing and every community has to beresponsible for the development of an impartial and benevolent society. VLSF commitsitself to add to the society in ways possible for the organization.

Intention & Purpose

• Strategy is to develop a long-term vision for VLSF CSR goals.

• Outline of activities to be embarked upon in line with the CSR policy andSchedule VII of the Companies Act 2013 as amended.

• VLSF shall promote projects that are sustainable and create a long term valuefor the society;

• Have specific and measurable goals in alliance with VLSF beliefs;

• To establish a mechanism for the implementation and monitoring of the CSRactivities.

Committee Composition

The CSR Committee of the Board shall be composed of at least three (3) Directors. TheCSR Committee shall include one (1) independent director effectively within the timeperiod prescribed under law. Members of the CSR Committee may be replaced by any othermember of the Board.

Committee Meetings

The CSR Committee shall meet as often as its members deem necessary to perform itsduties responsibly.

Duties & Responsibilities of CSR Committee

i) Formulate and recommend to the Board the CSR activities/ programs to be undertakenby VLSF. The CSR Committee shall be guided by the list of activities specified in ScheduleVII to the Companies Act 2013.

ii) Recommend the CSR expenditure to be incurred on the CSR activities.

iii) Institute a transparent mechanism for implementation of the CSR projects andeffective monitoring tools of such projects.

iv) Preparation of annualized reports of the CSR activities undertaken and submissionof the same to the Board.

Responsibilities of the Board

i) Approve the CSR Policy and expenditure on CSR initiatives after taking intoconsideration the recommendations made by the CSR committee.

ii) Ensure the CSR spending in every financial year is in accordance with statutoryprovisions as applicable from time to time.

iii) Ensure that the CSR activities included in the policy are undertaken by theCompany and are in conformity to the activities as outlined in Schedule VII of theCompanies Act.

iv) Ensure disclosure of the contents of the CSR Policy and CSR Committee in its reportto the members and put the policy on the Company’s website.

CSR Expenditure i) CSR expenditure shall mean all expenditure incurred inrespect of specific projects/programs relating to activities as approved by the Board onthe recommendation of its CSR committee including contribution to corpus relating to CSRactivities and it shall not include expenditure on an item not in conformity with the CSRpolicy and Schedule VII of the Companies Act 2013. ii) The surplus arising out of the CSRactivities or projects shall not form part of the business profit of the Company.

CSR Activities – Projects

i) The Company may undertake one or more CSR activities in line with Schedule VII ofthe Companies Act 2013.

ii) The Company shall give preference to the local area(s) around which it operateswhile considering the CSR activities to be undertaken. However it may be guided by therequirements of the specific CSR activity in other locations within India.

Implementing CSR Activities

i) The Company shall undertake the CSR activities directly and also through variousimplementing agencies within the group or outside such as non-profit organizations etc.Such outside implementing agencies shall have an established track record as prescribedunder the relevant law.

ii) The initiatives so undertaken may be communicated to the employees through specificawareness campaigns so as to enable maximum participation.

iii) The Company may collaborate with other companies for undertaking CSR projects orprograms provided separate reporting mechanisms are in place and are in accordance withCompanies Act 2013 and rules thereunder as amended.

Assessment

The CSR committee shall be apprised on the implementation of the CSR activities and theprogress shall be monitored on regular basis.

The Company shall through its internal controls monitoring and evaluation systemsimplement assess document and report the impact of its CSR activities.

General

Any term or aspect not specifically defined or set out in this policy shall beconstrued to mean what is laid down in respect thereof under the Act or CSR Rules.

Amendments

This Policy may be reviewed and amended from time to time.

B. Related Party Transaction

The detailed policy may be accessed at www.vlsfinance.com The Board of Directors (the"Board") of VLS Finance Limited (the "Company") has adopted thisPolicy. The said Policy includes the materiality threshold and the manner of dealing withRelated Party Transactions ("Policy") in compliance with the requirements ofSection 188 of the Companies Act 2013 and Clause 49 of the Listing Agreement.

This Policy applies to transactions between the Company and one or more of its RelatedParties. It provides a framework for governance and reporting of Related PartyTransactions including material transactions.

This Policy is intended to ensure due and timely identification approval disclosureand reporting of transactions between the Company and any of its Related Parties incompliance with the applicable laws and regulations as may be amended from time to time.

C. Board diversity

The detailed policy may be accessed at www.vlsfinance.com

VLS Finance Ltd. recognises and embraces the benefits of having a diverse Board andsees increasing diversity at Board level as an essential element in maintaining acompetitive advantage. A truly diverse Board will include and make good use of differencesin the skills regional and industry knowledge and experience background race genderand other distinctions between Directors. These differences will be considered indetermining the optimum composition of the Board and when possible would be balancedappropriately. All Board appointments shall be made on merit in the context of theskills experience independence and knowledge which the Board as a whole requires to beeffective.

D. Risk Management

The detailed policy may be accessed at www.vlsfinance.com

The Company has formed Risk Management Policy to ensure appropriate risk managementwithin its systems and culture. The Company operates in a competitive environment and isgenerally exposed to various risks at different times such as technological risksbusiness risks operational risks financial risks etc. The Board of Directors and theAudit Committee of the Company shall periodically review the Risk Management Policy of theCompany so that the Management controls the risk through properly defined network.

The Company has a system based approach to business risk management backed by stronginternal control systems. A strong independent Internal Audit Function at the corporatelevel carries out risk focused audits across all businesses enabling identification ofareas where risk managements processes may need to be improved. The Board reviews internalaudit findings and provided strategic guidance on internal controls monitors theinternal control environment within the Company and ensures that Internal Auditrecommendations are effectively implemented.

The combination of policies and procedures adequately addresses the various risksassociated with your Company’s businesses.

E. Anti-sexual harassment mechanism

The detailed mechanism may be accessed at www.vlsfinance.com

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All women employees interalia (permanent contractual temporarytrainees) are covered under this policy.

The Internal Complaints Committee is headed by the woman Director on the Board. Therewere no complaints received from any employee or otherwise during the year under reviewand no complaints were pending as on 31/03/2016.

F. Nomination and Remuneration Policy

Title:

This Policy shall be called ‘VLSF Nomination and Remuneration Policy.’

Objective:

The provisions in the Companies Act 2013 and corresponding provisions in the revampedRegulation 27(2) of the SEBl (Listing Obligations & Disclosure Requirements)Regulations 2015 have ushered Indian corporate system in to a new era of CorporateGovernance placing onerous governance responsibilities on the shoulders of the Board ofDirectors and Key Managerial Personnel of the Companies.

Section 178 of the Companies Act 2013 and clause 49 of the Listing Agreement providethe necessary legal impetus for companies to have a policy and criteria for variousmatters like the remuneration of directors key managerial persons and other employeestraining of Independent Directors and performance evaluation of directors.

Considering this it is necessary to ensure quality of persons on the Board of Directorsof the Company as well as in the Key Managerial personnel as these are the persons whoare entrusted with the responsibility of policy formulation for direction to andexecution of the business and operations of the Company.

Definitions:

Board means the Board of Directors of VLS FINANCE LIMITED.

Company means VLS Finance LIMITED.

Committee means Nomination and Remuneration Committee of Board of Directors.

Director means a person who has been appointed as such on the Board of the Companyand includes Executive as well as Non-Executive Directors.

Executive Director means a Director who is in the whole time employment of theCompany and includes a Managing Director as well as a Whole time Director and Manager ifmember of the Board.

Government includes Central Government as well as any of the State Governments anystatutory authority tribunal board or a governmental or semi-governmental authority orany authority or agency recognized by the Government.

HR Department means the Human Resource Department of the Company.

HR Policy means the Policy of the Company defining the criteria and process for therecruitment training appraisal etc. and dealing with other matters concerning theemployees of the Company. Key Managerial Person means a person appointed as such bythe Board under Section 203 of the Companies Act 2013.

Nomination & Remuneration Committee means the Committee of the Boardconstituted as such under the provisions of Section 178 of the Companies Act 2013.

Non-Executive Director means a Director who is not in the whole time employment ofthe Company and includes an Independent Director Promoter Director and Nominee Director.

Policy means this policy as amended from time to time.

Contents of the Policy:

This Policy contains following:

a) Process for the selection and appointment of Directors and Key Managerial Personnel;

b) Criteria for determining remuneration of the Directors Key Managerial Personnel andother employees of the Company;

c) Training of Independent Directors.

(I) Selection of Directors and Key Managerial Personnel

In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:

a) by way of recruitment from outside;

b) from within the Company hierarchy; or

c) Upon recommendation by the Chairman or other Director.

The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.

In case of Non-Executive Directors the selection can be made in either of the waysgiven below:

a) by way of selection from the data bank of Independent Directors maintained by theGovernment.

b) Upon recommendation by Chairman or other Director.

The appointment may be made either to fill up a vacancy caused by resignation death orremoval of an existing Non-Executive Director or it may be appointment as an additionaldirector or an alternate director.

(II) Qualifications Experience and Positive Attributes of Directors

a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the company’s business.

b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the HR Department shall provide the job description to the Committee andjustify that the qualifications experience and expertise of the recommended candidate aresatisfactory for the relevant appointment. In such circumstances the Committee may ifconsidered necessary call for an expert opinion on the appropriateness of thequalifications and experience of the candidate for the position of the Executive Director.

c) In case of appointment as a Non-Executive Director the candidate must be a graduateor possess diploma or a professional qualification in the field of his practice /profession / service and shall have not less than five years of working experience in suchfield as a professional in practice advisor consultant or as an employee provided thatthe Board may waive the requirements of qualification and /or experience under thisparagraph for a deserving candidate.

d) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.

(III) Process for Appointment of Directors and Key Managerial Personnel

(A) Process for the appointment of Executive Directors and Key Managerial Personnel:

a) A proposal for the appointment of an Executive Director / Key Managerial Personnelwith such details as may be prescribed shall be submitted for the consideration of theCommittee. The proposal with recommendation of committee will be placed before the Board.

b) The Board shall based on the information available in the proposal andrecommendation of committee deliberate upon the necessity for appointment expertiseskill and knowledge of the candidate and reasonableness of the remuneration.

c) The Board may call and seek the help of any other Company Official including therecommender or a Key Managerial Personnel while finalizing the appointment. Therecommender shall not take part in the discussion or voting on the appointment of a KeyManagerial Personnel.

(B) Process for the appointment of Non- Executive Directors:

a) A proposal for the appointment of a Non-Executive Director with such details as maybe prescribed shall be submitted for the consideration of the committee. The proposal withrecommendation of committee will be placed before the Board.

b) The Board based on the information available in the proposal shall deliberate uponthe necessity for appointment integrity qualifications expertise skill and knowledgeof the candidate.

(IV) Remuneration of Directors Key Managerial Personnel and other Employees

a) While determining the remuneration of Executive Directors and Key ManagerialPersonnel the Board shall consider following factors:

i) Criteria / norms for determining the remuneration of such employees prescribed inapplicable statutory provisions and Company’s internal criteria for remuneration.

ii) Existing remuneration drawn.

iii Industry standards if the data in this regard is available.

iv) The job description.

v) Qualifications and experience levels of the candidate

vi) Remuneration drawn by the outgoing employee in case the appointment is to fill avacancy on the death resignation removal etc. of an existing employee.

vii) The remuneration drawn by other employees in the grade with matchingqualifications and seniority if applicable.

b) The determination of remuneration for other employees shall be governed by the HRPolicy.

c) The proposal for the appointment of an Executive Director / Key Managerial Personnelshall provide necessary information in this regard including recommendation of Committeeto the Board in arriving at the conclusion as to whether or not the remuneration offeredto the candidate is appropriate reasonable and balanced as to the fixed and variableportions (including the commission).

d) The remuneration payable to the Executive Directors including the Commission andvalue of the perquisites shall not exceed the permissible limits as are mentioned withinthe provisions of the Companies Act 2013.

e) The Executive Directors shall not be eligible to receive sitting fees for attendingthe meetings of the Board or committees thereof.

f) The Non-Executive Directors shall not be eligible to receive any remuneration /salary from the Company. However the Non-Executive Directors shall be paid sitting feesfor attending the meeting of the Board or committees thereof and commission as may bedecided by the Board / shareholders from time to time.

The Non-Executive Directors shall also be eligible to receive reimbursement ofreasonable out-of-pocket expenses incurred by them for attending the meetings of theBoard committees or shareholders including travelling and lodging & boardingexpenses or such other expense incurred by them regarding the affairs of the Company on anactual basis.

g) The amount of sitting fee and commission payable to Non-Executive Directors shallnot exceed the limits prescribed therefor under the provisions of the Companies Act 2013.

Explanation: For the purposes of this Policy Remuneration shall mean the Cost to theCompany and shall include the salary allowances perquisites performance incentive andany other facility provided or payment made to the employee.

(V) Training of Independent Directors

The Company shall arrange to provide training to Independent Directors to familiarizethem with the Company their roles rights and responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc.

The training may be provided in any of the ways given below:

a) By providing reading material to the Independent Director(s) giving all relevantinformation about the Company industry and the role of Independent Directors.

b) An induction program devised for the Independent Director(s) wherein structuredtraining is provided to the Independent Director(s) either exclusively or with otherofficials of the Company who are due for such induction / training.

c) Such other manner as may be prescribed by applicable law or decided by the Board.

Interpretation:

a) Any words used in this policy but not defined herein shall have the same meaningascribed to it in the Companies Act 2013 or Rules made thereunder SEBI Act or Rules andRegulations made thereunder Listing Agreement Accounting Standards or any other relevantlegislation / law applicable to the Company.

b) The reference to the male gender in the Policy shall be deemed to include areference to female gender.

c) In case of any dispute or difference upon the meaning / interpretation of any wordor provision in this Policy the same shall be referred to the Committee and the decisionof the Committee in such a case shall be final.

In interpreting such term / provision the Committee may seek the help of any of theofficers of the Company or an outside expert as it deems fit.

Amendments:

The Board of Directors shall have the power to amend any of the provisions of thisPolicy substitute any of the provisions with a new provisions or replace this Policyentirely with a new Policy.

G. Vigil Mechanism /Whistle Blower

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. Vigil (whistleblower) mechanism provides a channel to theemployees and directors to report to the management concerns about unethical behaviouractual or suspected fraud or violation of the code of conduct or policy. The mechanismprovides for adequate safeguards against victimization of directors and employees whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases.

The detailed policy may be accessed at www.vlsfinance.com.

15. Corporate Governance and Compliance Certificate

We have reported in annexure D to this report the extent of compliance ofCorporate Governance practices in accordance with Regulation 27 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

16. Auditors

The Statutory Auditors M/s. Agiwal & Associates Chartered Accountants (FRN:000181N) will retire at the forthcoming annual general meeting. The Company has receiveda certificate from the Auditors that they are qualified under Section 139 of the CompaniesAct 2013 (‘Act’) to act as the Auditors of the Company if appointed.Concurring to the recommendation of the Audit Committee the Board of Directors recommendstheir appointment. The Board may also be authorised to fix their remuneration. In terms ofSection 139(2) read with rule 6 of Companies (Audit and Auditors) Rules 2014. The presentauditor can be appointed for one more term i.e. for the financial year 2016-17 beforebeing subjected to compulsory rotation of auditors as per the extant provisions of theAct. The Board in its meeting held on 28/05/2016 has appointed Ms. Pooja Gandhi–Practicing Company Secretary as secretarial auditor for the year 2016-17. Theprovisions relating to Cost Records and Audit are not applicable to your company.

17. Auditors’ Report

The observations made by the Auditors with reference to notes on accounts for the yearunder report have been adequately dealt with in the relevant Notes forming part ofFinancial Statements and need no further comments from Directors.

18. Secretarial Audit Report

According to the provision of Section 204 of the Companies Act 2013 read with rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report as annexure E.

19. Statutory Information

During the year under review the Company did not absorb any new technology or carryout any R&D related activity for this purpose. However use of energy efficientdevices wherever possible in conducting business of Company is part of itsadministration policies. The detailed disclosure is enclosed as annexure F to thisreport.

• The shares of the Company are presently listed at BSE Ltd. The National StockExchange of India Ltd. Mumbai and The Calcutta Stock Exchange Ltd. Kolkata.

• The Company has paid the annual listing fees for the year 2016-2017 to all theaforesaid Stock Exchanges.

• Upon closure of Madras Stock Exchange (MSE) vide SEBI order dated 14/05/2015 thelisting of shares of Company stood terminated from said exchange.

• Your company’s principle business is acquisition of securities; henceSection 186 of the Act is not applicable.

• Your Company has not issued equity shares with differential voting rights sweatequity or ESOP in terms of section 43 and section 62 of the Companies Act 2013 duringthe year under review.

• No revision of financial statements or boards report has been made in terms ofSection 131 of the Companies Act 2013 during the year under review.

• No Independent Director was reappointed through special resolution during theyear under review.

• Disclosure relating to ratio of the remuneration of each director to the medianemployee’s remuneration in terms of Section 197(12) of the Companies Act 2013 isenclosed as annexure G to this report.

• The managing director and whole time director (Director-Finance & CFO) ofyour company are not in receipt of any remuneration or commission from any of subsidiarycompany in terms of Section 197(14) of the Companies Act 2013.

• There were no orders passed by the regulators against the Company.

• Senior Management have made all the disclosures to the Board relating to allmaterial financial and commercial transactions if any.

20. Fixed Deposits

The Company has not accepted any fixed deposit during the year under review. TheCompany has no plans to accept any deposits from the public in the current year.

21. Human Resources

Employee relations continued to be cordial during the year. The number of employeesstood at 30. The Directors place on record their appreciation of the devoted service ofthe employees at all levels. In terms of the provisions of Section 197 of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there was no employee during the year drawing remuneration more than thestipulated amount in the said rules. Your company has not approved any scheme relating toprovision of money to be held in a trust for the benefit of the employees in terms ofsection 67(3)(b) of the Companies Act 2013 during the year under review.

22. Green initiative in Corporate Governance

As a continuing endeavor towards the Go Green initiative the Company proposes to sendfuture correspondence and documents like the notice calling the general meeting auditedfinancial statements directors’ report and auditors’ reports etc. in theelectronic form to the email addresses provided by the Members and made available to usby the Depositories. Members who hold shares in the physical form are requested toregister their e-mail addresses and intimate any changes in their e-mail id with theCompany or with the Registrar & Share Transfer Agents RCMC Share Registry Pvt. Ltd.In respect of electronic holdings members are requested to register their e-mailaddresses with the Depository through their concerned Depository Participants. However incase you desire to receive Company’s communication and documents in physical formyou are requested to intimate us through email at hconsul@vlsfinance.com. You may kindlynote that as a member of the Company you will be entitled to be furnished free of costa printed copy of the Annual Report of the Company upon receipt of a requisition fromyou at any time.

23. Subsidiary Companies

Statement pursuant to Section 129(3) of the Companies Act 2013 for the financial yearended 31/3/2016 in respect of the Subsidiary Companies is enclosed with Annual Accountsof the Company.

After coming into effect of the Companies Act 2013 the definition of"associate" covers a Company or Companies in which the Company holds not lessthan 20% of the Total Share Capital of that company or those companies irrespective ofwhether they are in the same group or not except when held in fiduciary capacity. HenceSunair Hotels Ltd. and BMS IT Institute Private Ltd which are presently not in the samegroup have been considered as associates. Even though the Company is in litigation withthese companies in the opinion of the Company there is no adverse impact of suchlitigation on investments/advances made by it in these associates.

Separate section on performance and financial position of subsidiary and associatecompanies have been provided as note no. 23 sub-note 17(a) and 17(b) of Notes forming partof consolidated financial statement in the Annual Report for the year under review.

24. Consolidated Financial Statements

In compliance of section 129(3) of the Companies Act 2013 the consolidated financialstatements in accordance with the prescribed accounting standards are annexed to theaudited annual accounts for the year under review.

25. Acknowledgements

Your Directors wish to place on record their sincere appreciation and gratitude to theCompany’s business associates customers Bankers the Securities & ExchangeBoard of India Stock Exchanges and in particular BSE Ltd. for their continued support andassistance and also to the esteemed shareholders of the Company for their valuablesupport and patronage.

For and on behalf of the Board of Directors
Place : New Delhi S.K. Agarwal K.K. Soni
Date : 29/07/2016 Managing Director Director-Finance & CFO
DIN: 00106763 DIN: 00106037