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VCK Capital Market Services Ltd.

BSE: 511493 Sector: Financials
NSE: N.A. ISIN Code: INE488C01015
BSE 13:46 | 17 Feb 0.73 0.03
(4.29%)
OPEN

0.73

HIGH

0.73

LOW

0.73

NSE 05:30 | 01 Jan VCK Capital Market Services Ltd
OPEN 0.73
PREVIOUS CLOSE 0.70
VOLUME 1
52-Week high 1.34
52-Week low 0.70
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.73
Buy Qty 9999.00
Sell Price 0.70
Sell Qty 21.00
OPEN 0.73
CLOSE 0.70
VOLUME 1
52-Week high 1.34
52-Week low 0.70
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.73
Buy Qty 9999.00
Sell Price 0.70
Sell Qty 21.00

VCK Capital Market Services Ltd. (VCKCAPMKT) - Director Report

Company director report

To The Members Of

VCK CAPITAL MARKET SERVICES LIMITED

Your Directors have pleasure in presenting their THIRTY FIFTH ANNUAL REPORT ofthe Company together with Audited Statement of Accounts for the year ended MARCH 312018

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as under :

(Rs./000s)

FOR THE YEAR ENDED
31-MAR-2018 31-MAR-2017
Income From Operations 2303.75 2666.94
Other Income 8.23 15.55
Total Income 2311.98 2682.49
Expenses [Except Depreciation Expenses] 2.411.03 3.755.63
PROFIT / (LOSS) BEFORE DEPRECIATION AMORTISATION AND TAXATION (99.05) (1073.14)
Provision For Depreciation -- --
Add/(Less) : Prior Period Adjustments (Net) -- --
PROFIT / (LOSS) BEFORE TAX (99.05) (1073.14)
Provision For Fringe Benefit Tax -- --
Add : Deferred Tax Liability Written Back -- 7.77
PROFIT / (LOSS) BEFORE EXTRA- ORDINARY ITEMS [NET OF TAX EXPENSES] (99.05) (1065.37)
Less : Extra-Ordinary Items [Net of Tax Expenses] -- --
PROFIT / (LOSS) AFTER TAX (99.05) (1065.37)
PAID-UP SHARE CAPITAL 90587.86 90587.86

OPERATING & FINANCING PERFORMANCE

There was a steep fall in the Operating Income of the Company during the year underreview. The Income from Operations has decreased by 13.62%. However there has been also adecrease in the Other Income of the Company during the year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the Company during the yearunder review.

MATERIAL CHANGES AND COMMITMENTS

There has been no material changes and commitments affecting the Financial position ofthe Company which have occurred between the End of the Financial Year of the Company towhich 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 whichcomprises of 9050286 Equity Shares of Rs. 10/- each.

SUBSIDIARY / JOINT VENTURES / ASSOCIATES

The company has no Subsidiary/ Joint Ventures/ Associates.

EXTRACTS OF ANNUAL RETURN

In terms of requirement of Section 134(3)(a) of the Companies Act 2013 the Extract ofthe Annual Return in Form MGT-9 is annexed herewith and marked as Annexure ‘I'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors state that :

- in the preparation of Annual Accounts the applicable accounting standard have beenfollowed along with proper explanation relating to material departures;

- the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reason- able and prudent so as to give true and fairview of the state of affairs of the Company at the end of Financial Year March 31 2018and the Profit or Loss of the Company for the period;

- the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and preventing and detecting fraud and other irregularities; theDirectors had prepared the Annual Accounts for the Financial Year Ended March 31 2018 ona going concern basis.

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

- the Directors have devised proper systems to ensure compliance with the provisions ofall 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 andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control in all areas.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board consists of the following persons:

Key Managerial Personnel

(1) Mr. Samir Kothari ~ Managing Director

(2) Mr. Ayan Bhattacharya ~ Chief Financial Officer

Non-Executive Non-Independent Directors

(1) Mr. Hemal Kampani

(2) Mrs. Shilpa Kampani

(3) Mr. Sandip Kampani

Non-Executive Independent Directors

(1) Mr. Pradip Belawala

(2) Mr. Madhukar Manilal Bhagat

(3) Mr. Prafull Pranjivan Shah

(4) Mr. Nabankur Roy

In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Sandip Kampani Director of the Company retires by rotation at theensuing Annual General Meeting of the Company and being eligible offer for reappointment.

The above re-appointments form part of the Notice of the Annual General Meeting.

Appointment

- Mr. Subha Chandra has been appointed as the Company Secretary w.e.f. February 152018

Cessation

- Ms. Bandana Saha Company Secretary has submitted her resignation to the Boardw.e.f. January 02 2018. The Board placed its gratitude for the valuable service renderedby her during her tenure as the Company Secretary;

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. During the year 8 (Eight) Board Meetings were held on the followingdates:

(i) April 17 2017

(ii) May 30 2017

(iii) June 28 2017

(iv) August 14 2017

(v) November 14 2017

(vi) January 31 2018

(vii) February 28 2018

The composition of the Board and the attendance details of the Members are given below:

No. of Meetings
Name of the Directors Category Held Attended
Samir Kothari Executive 7 7
Hemal Kampani Non-Executive Non-Independent 7 7
Shilpa Kampani Non-Executive Non-Independent 7 7
Sandip Kampani Non-Executive Non-Independent 7 7
Madhukar Manilal Bhagat Non-Executive Independent 7 7
Pradip Belawala Non-Executive Independent 7 7
Nabankur Roy Non-Executive Independent 7 7
Prafull Pranjivan Shah Non-Executive Independent 7 7

INDEPENDENT DIRECTORS' MEETING

During the year under review the Independent Directors met on March 29 2018 interalia to discuss:

- Evaluation of the performance of Non Independent Directors and the Board of Directorsas a whole ;

- Evaluation of the performance of Chairman of the Company taking into account theviews of the Executive and Non Executive Directors.

- Evaluation of the quality content and timelines of flow of information between theManagement and the Board that is necessary for the Board to effectively and reasonablyperform 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 ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

AUDITORS' AND AUDITORS' REPORT

Statutory Auditors

INDRANIL SAMADDAR Chartered Accountant was appointed as the statutory auditor ofthe company due to casual vacancy of the M/S.S.RAMANAND AIYAR & CO.CharteredAccountants auditor.

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

The observations of the Auditors are duly dealt in Notes of Accounts attached to theBalance Sheet and are self-explanatory in nature.

Secretarial Audit

The Board has appointed M/s. Mousumi Banerjee & Associates Practicing CompanySecretaries to carry out the Secretarial Audit pursuant to the provisions of Section 204of the Companies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the Financial Year 2017-18. The Secretarial Audit Report forthe Financial Year ended March 31 2018 is annexed herewith and marked as Annexure‘II' to this Report.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandatedunder the Companies Act 2013.

[I] Mandatory Committees

(a) Audit Committee

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

The Audit Committee is responsible for the recommendation of the appointmentremuneration performance and oversight of the Internal and Statutory Auditors. It reviewsthe Reports of the Internal Auditors and Statutory Auditors. The Senior ManagementPersonnel are invited to the meetings of the Audit Committee along with the Head ofInternal Audit.

During the year under review the Audit Committee met 4 (Four) times to deliberate onthe various matters. The Meetings were held on May 25 2017; August 9 2017; November 92017 and January 24 2018

The composition of the Committee and the attendance details of the Members are givenbelow:

No. of Meetings
Name of the Directors Category Held Attended
Prafull Pranjivan Shah Chairman Non- Executive Independent 4 4
Madhukar Manilal Bhagat Non-Executive Independent 4 4
Sandip Kampani Non-Executive Non-Independent 4 4

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of the Companypursuant to the provisions of Section 178 of the Companies Act 2013. The functions ofthis Committee include identification of persons who are qualified to become Directors andwho may be appointed as Senior Management formulation of criteria for determiningqualifications positive attributes independence recommendations of their appointmentsto the Board evaluation of every Director's performance formulation of RemunerationPolicy to include recommendation of remuneration for Directors Key Managerial Personneland Senior Management.

At present there are 4 (Four) Members of the Nomination and Remuneration Committee inwhich all are Non-Executive Directors out of which 3 (Three) are Independent.

During the year under review the Nomination and Remuneration Committee met once inorder to appoint the Chief Financial Officer and to deliberate on the various matters. TheMeeting was held on May 29. 2018

The composition Committee and the attendance details of the Members are given below:

No. of Meetings
Name of the Directors Category Held Attended
Pradip Belawala Chairman Non- Executive Independent 1 1
Hemal Kampani Non-Executive 1 1
Prafull Pranjivan Shah Non-Executive Independent 1 1
Nabankur Roy Non-Executive Independent 1 1

Remuneration Policy Details of Remuneration and Other Terms of Appointment ofDirectors.

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a Policy for Selection and Appointment of Directors Senior Management and theirremuneration. This Policy inter-alia includes:

(i) Criteria of Selection of Non-Executive Directors

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

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

- In case of Appointment of Independent Directors the Nomination and RemunerationCommittee shall satisfy itself with regard to the independent nature of the Directorsvis-a vis the Company so as to enable the Board to discharge its function and dutieseffectively.

(ii) Remuneration

Pursuant to the resolution passed at the Board Meeting held on 6th February 2015Independent Directors have decided to waive off their sitting fees till the time companycomes out of the Financial Crunch. However if the Company makes profit then:

- The Independent Directors shall be entitled to receive remuneration by way of sittingfees for each meeting of the Board or Committee of the Board attended by them or such sumas may be approved by the Board of Directors within the overall limits prescribed underthe Companies Act 2013 and The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

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

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee ofthe Company pursuant to Section 178 of the Companies Act 2013 which comprises of 3(Three) Non-Executive Directors. The committee is headed by Mr. Pradip Belawala.

During the year under review the Stakeholders Relationship and Grievance Committee metTwice in order to take on note the Share Transfer / Transmission / Remat of Shares /Sub-Division as intimated by the RTA of the Company. The Meetings were held on June 042017 and 22nd December 2017.

The composition of the Share Transfer and Stakeholders Relationship Committee is givenbelow:

No. of Meetings
Name of the Directors Category Held Attended
Pradip Belawala Chairman Non- Executive Independent 2 2
Hemal Kampani Non-Executive 2 2
Sandip Kampani Non-Executive 2 2

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees andDirectors to report to the Management concerns about unethical behavior actual orsuspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides foradequate safeguards against victimization of Employees and Directors to avail of themechanism and also provide for direct access to the Chairman of the Audit Committee inexceptional cases. Pursuant to the requirements of the Act the Company has establishedvigil mechanism for its Directors and Employees under the supervision of Audit Committee.A Whistle Blower Policy setting out the vigil mechanism is already in place in yourCompany.

RISK MANAGEMENT POLICY

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

- Staying one step ahead of risk

The Company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board. Theperformance evaluation of the Independent Directors was also carried out by the entireBoard.

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

VCK FIXED DEPOSIT SCHEMES

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

Information as per Non-Banking Finance Companies Acceptance of Public Deposits (ReserveBank) Directions 1998 as on March 31 2018 is furnished below :

- Unclaimed Deposits

Against the amount lying under Unclaimed Public Deposits an Investors Education andProtection Fund has been opened. The amount lying in Investor Education and ProtectionFund as on March 31 2018 is Rs.45533/-.

ORDERS PASSED BY THE REGULATORS

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

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN

There have 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 underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-CO

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The Disclosures with respect to the Remuneration of Directors and Employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 along with a statementcontaining particulars of Employees as required under Section 197 of Companies Act 2013read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith and marked as Annexure "III"and form part of this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013. There are no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.Accordingly no transactions are being reported in Form AOC-2 in terms of Section 134 ofthe Act read with Rule 8 of the Companies (Accounts) Rules 2014.

However the details of the transactions with the Related Party are provided in theCompany's financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEES AND SECURITIES PROVIDED

No loan given investment made guarantee given and security provided during theFinancial Year under Report.

DEPOSITORY SYSTEM

As the Members are aware your Company's shares are tradable compulsorily in ElectronicForm and the Company has established connectivity with both the Depositories in theCountry i.e. NSDL and CDSL. In view of the various advantages offered by the DepositorySystem Members are requested to avail of the facility of dematerialization of theCompany's shares on either of the aforesaid Depositories.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all Employees in the course of day-to-day business operations ofthe Company. A copy of Certificate of Compliance thereof is annexed herewith and marked asAnnexure ‘IV'.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and Designated Employees of theCompany. The Board is responsible for implementation of the Code.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

According to SEBI (Listing Obligations and Disclosure Requirements) 2015 Regulation27(2) does not stand applicable for the Company during this Financial Year 2017-18.Therefore the Corporate Governance Report is not mandatory for the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act 2013 the provisions for Corporate SocialResponsibility are not applicable to the Company.

LISTING

Your Company's shares are listed at BSE Limited and The Calcutta Stock ExchangeLimited. However delisting Application with The Calcutta Stock Exchange Limited is stillunder process.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) of the Listing Obligations and DisclosuresRequirements formulated by Securities and Exchange Board of India (SEBI) the CEO/CFOcertification has been submitted to the Board and a copy thereof is annexed herewith andmarked as Annexure ‘V'.

ACKNOWLEDGEMENT

Your Directors wish to thank the Shareholders Clients Bankers and Others associatedwith the Company for their continued support during the year. Your Directors also wish toplace on record their appreciation for the dedication and commitment of the Employees atall levels.

ON BEHALF OF THE BOARD OF DIRECTORS
HEMAL KAMPANI
CHAIRMAN
Place : Kolkata
Date : May 23 2018