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VCCL Ltd.

BSE: 522015 Sector: Auto
NSE: N.A. ISIN Code: INE460E01010
BSE 00:00 | 03 Apr VCCL Ltd
NSE 05:30 | 01 Jan VCCL Ltd
OPEN 4.20
PREVIOUS CLOSE 4.20
VOLUME 100
52-Week high 4.20
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.20
CLOSE 4.20
VOLUME 100
52-Week high 4.20
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

VCCL Ltd. (VCCL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the Thirty First Annual Report together withAudited Financial Statement for the Financial Year ended 31st March 2017. ThisBoard Report pertains to Financial Year that commenced from April 01 2016; the contentsherein are governed by the relevant provisions/ sections/ rules of Companies Act 2013 andRegulations of SEBI (LODR) Regulations 2015 effective from 1st December 2015.

Financial Results

During the year under review your Company's operations remained suspended &Company has incurred net loss of Rs. 16.60 Lakhs as compared to Rs. 6.44 Lakhs in previousyear.

Dividend

Due to suspension of operations your Directors regret their inability to recommend anydividend for the year.

Management Discussion and Analysis Report

The Company is considering various projects and business possibilities.

Corporate Governance

Our Company is exempt for the compliances of Corporate Governance since it is notApplicable on the Company as per Regulation 15 of SEBI (LODR) Regulations 2015.

Audit Committee

The Board of Directors has an Audit Committee with a composition as specified in theSection 177 of the Companies Act 2013 and Regulations 18 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. The Board has accepted recommendationsof the Committee on all matters.

Directorate

Mr. Ravindra Kumar Chadha (DIN: 01032405) Director of the Company whose office isliable to retire by rotation and being eligible offers himself for re-appointment as aDirector of the Company.

During the year under review there is no change in the Board of Directors

All the Independent Directors have submitted their declaration of independence asrequired under section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in section 149(6) of the Companies Act 2013 andunder SEBI (LODR) Regulations 2015.

Whole Time Key Managerial Personnel (KMP)

In pursuance of the compliance of Section 203 of the Companies Act 2013 the followingpersons have been designated as Whole Time Key Managerial Personnel of the Company:-

1. Mr. Krishna Narain Pandey - Chief Executive Officer

2. Mr. Ketan Gupta - Company Secretary

3. Mr. Gopal Swaroop Saxena - Chief Financial Officer

During the year under review there is no change in the Whole Time Key ManagerialPersonnel of the Company. Particulars of Loan guarantees or investments

No loan guarantee or investment was made during the year by the Company under Section186 of the Companies Act 2013.

Risk Management Policy

The Company evaluates its internal financial controls and risk management systems viaAudit Committee of the Board which meets quarterly and submits its report to the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and that no material departures have been made from the same;

b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of thelosses of the Company for that period;

c) that we 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;

d) that we have prepared the annual accounts on a going concern basis;

e) that we have laid down the internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

f) that we have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 the required extract of Annual Return inprescribed form MGT-9 is attached as Annexure 'A' with this Board Report.

Nomination & Remuneration Policy

The Company has on the recommendations and approval of Nomination & RemunerationCommittee formulated a Nomination & Remuneration Policy which governs Directors'appointment including criteria for determining their qualifications positive attributestheir independence and remuneration for the Directors KMPs and other employees which waspassed by the Board in its meeting held on 14.11.2014.The Nomination and RemunerationPolicy is attached as Annexure 'B' with this Board Report.

Related Party Disclosure

Particulars of contracts or arrangements with Related Party referred in Section 188 (1)of the Companies Act 2013 in prescribed form AOC-2 is attached as Annexure 'C' with thisBoard Report. As required under SEBI (LODR) Regulations 2015 the Company has formulateda policy for dealing with Related Party Transactions. The Policy is available on thewebsite of the Company under the web link:http://www.vcclindia.com/Pdf/VCCL%20-%20RPT%20Policy-Final.pdf.

Material changes and commitments

No material Changes or commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the financial statements relatesand the date of the report.

Annual Evaluation

The Board of Directors has carried out the Annual Performance Evaluation of its ownits Committees and individual Directors based on the Performance Evaluation Reportsubmitted by the Nomination & Remuneration Committee as per 'Performance EvaluationPolicy' of the Company.

Corporate Social Responsibility

The provision related to Corporate Social Responsibility under the Companies Act 2013is not applicable to the Company in view of losses and negative net worth and turnoverbeing below prescribed limit.

Whistle Blower Policy

The Company has a Whistle Blower Policy including vigil mechanism to report genuineconcerns of grievances providing direct access to the Chairperson of the Audit Committeein appropriate and exceptional cases. The Whistle Blower Policy has been posted on thewebsite of the Company www.vcclindia.com with a web link: http://www.vcclindia.com/Pdf/Whistle%20Blower%20Policy.pdf.

Number of Board Meetings

The details of the number of meetings of the Board held during the Financial Year2016-17 is as under:-

No. of Directorship(s) and Committee Membership(s) / Chairmanship(s) of other public limited companies

Name of Director Designation No. of Board Meetings attended during the year /No. of Board Meeting held during their tenure Attendance at last AGM Other Director ship^) Committee Member ship^) Committee Chairman ship^)
Mr. Ravindra Kumar Chadha Non-Executive Director 4/4 Yes 3 - -
Mr. Gopi Krishna Malviya Non-Executive Independent Director 4/4 Yes - - -
Mr. Hari Mohan Kapoor Non-Executive Independent Director 4/4 Yes - - -
Ms. Astha Chaturvedi Non-Executive Independent Director 2/4 Yes - - -

Deposits

Your Company has not accepted any deposits from public in terms of provisions ofCompanies Act 2013 Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no material weaknesswas observed by the internal auditor of the Company.

Subsidiary/ Associate Companies

As there is no Subsidiary of the Company neither any policy for determining"material" subsidiaries is formulated by the Company nor the Company is requiredto prepare consolidated financial statement.

There are no companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year.

Personnel

Since the Company has only 3 Whole-time KMPs as its employees as on 31.03.2017 tolook into compliance and financial matters appointed at a remuneration as perremuneration policy of the Company and while no remuneration is paid to directors thereis no relevant information to be disclosed in the Board Report as per Rule 5(1) Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

As per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employee was in receipt of remuneration of Rs. 60.00Lakhs or more per annum throughout the year or Rs. 5.00 Lakhs per month for the part ofthe year.

Statutory Auditor

M/s Onkar Tandon & Co. (FRN 000953C) Statutory Auditor of the Company are noteligible for re-appointment. Therefore M/s Rahul Satya & Co. Chartered Accountant(FRN 014380C) of Kanpur were appointed as Statutory Auditor of the Company for a period ofFive years by the Board subject to ratification by the members in Annual General Meetingof the Company. The Board proposes to members of the Company to approve appointment of M/sRahul Satya & Co. Chartered Accountant (FRN 014380C) of Kanpur for the financial year2017 - 18 pursuant to the provisions of Section 139 & 142 of the Companies Act 2013at the ensuing Annual General Meeting of the Company.

In respect of observations made by the Statutory Auditors in their Report yourDirectors wish to state that the respective notes to the accounts are self-explanatory anddo not call for any further comments.

Secretarial Auditor

M/s. Adesh Tandon & Asso. Practicing Company Secretary (Membership No. F2253 CPNo. 1121) of Kanpur has submitted their Secretarial Audit Report for the Financial Year2016-17 pursuant to the Section 204 of the Companies Act 2013 which is being attachedherewith as Annexure - 'D'. No adverse observations are made by the Secretarial Auditorsin their Report

Board has appointed Mr. Awashesh Dixit Practicing Company Secretary (Membership No.A39950 CP No. 15398) of Kanpur as Secretarial Auditors of the Company for the FinancialYear 2017-18 as recommended by the Audit Committee of the Company.

Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 Board has appointed M/s SaxenaPooja & Associates Chartered Accountants (FRN 013814C) of Kanpur as an InternalAuditor of the Company for the financial year 2017-18 as recommended by the AuditCommittee of the Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Since the Company's manufacturing operations continue to remain suspended during theyear under review there was no conservation of energy and technology absorption. YourCompany also did not earn and/or use any foreign exchange.

Stock Exchange Listing

The Equity Shares of the Company are listed on the BSE Limited (BSE) Mumbai (522015)

The Company confirms that it has paid the annual listing fee to BSE.

Depository System

SEBI vide its Circular No. SMDRP/Policy/CIR-01/2000 dated 6th January 2000notified that trading in Equity Shares of the Company is permitted only in dematerializedform w.e.f. 17th January 2000. Requests received for dematerialization ofshares are processed and confirmation is given to the respective depositories i.e. CentralDepository Services (India) Limited (CDSL) within the stipulated time. As on 31stMarch 2017 35.98% equity shares of the Company have been dematerialized.

General

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 is not applicable to the Company as there is no woman employee in the Company.

Acknowledgement

Your Directors appreciate the valuable co-operation extended by the Central and StateGovernment authorities for their continued assistance guidance and support. YourDirectors are also grateful to all stakeholders and the general public for their supportand confidence reposed in the Management.

For and on behalf of Board of Directors VCCL Limited

Ravindra Kumar Chadha Hari Mohan Kapoor
Place : Kanpur Director Director
Dated : 15th May 2017 (DIN: 01032405) (DIN: 02605905)