| Dear members,
The 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
FINANCIAL HIGHLIGHTS
The highlights of the Financial Results are as under :
(Rs/000s)
For The Year Ended For The Year Ended
PARTICULARS March 31, 2015 March 31, 2014
Income From Operations 135.63 177.86
Other Income 13,483.99 51.75
Total Income 13,619.62 229.61
Expenses [Except Depreciation
Expenses] 13,447.56 1,605.26
Profit / (Loss) Before Depreciation,
Amortisation & Taxation 172.06 (1,375.65)
Provision For Depreciation 5.03 120.60
Add/Less : Prior Period
Adjustments (Net) -- --
Profit / (Loss) Before Tax 167.03 (1,496.25)
Provision For Fringe Benefit Tax -- --
Add : Deferred Tax Liability
Written Back 897.79 19.38
Profit / (Loss) Before Extra-Ordinary
Items [Net of Tax Expenses] 1,064.82 (1,476.87)
Less : Extra-Ordinary Items
[Net of Tax Expenses] -- --
Profit / (Loss) After Tax 1,064.82 (1,476.87)
Paid-up Share Capital 90,587.86 90,587.86
OPERATING & FINANCING PERFORMANCE
There was a steep fall in the Operating Income of the 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.
TRANSFER TO RESERVE
There has been no transfer of profit to any reserve during the year
under review.
CAPITAL STRUCTURE
During the year, there has been no change in the Capital Base of the
Company, which comprises of 90,50,286 Equity Shares of Rs 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
- Mrs. Shilpa Kampani has been appointed as an Additional Director
w.e.f. February 06, 2015 to fill the vacancy of Women Director on the
Board;
- Mr. Nabankur Roy has been appointed as an Additional Independent
Director w.e.f. February 06, 2015;
The Board now recommends the appointment of Mr. Na bankur Roy as an
Independent Director under Section 149 of the Companies Act, 2013 and
Clause 49 of the Listing 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 Directors 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.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. S. Ramanand Aiyar & Co., Chartered Accountants, of Kolkata will
retire as Statutory Auditors at the conclusion of the forthcoming
Annual General Meeting of the Company and being eligible offer
themselves for re-appointment.
Members are requested to consider their appointment to hold office
from the conclusion of this Annual General Meeting until the
conclusion of the Fourth consecutive Annual General
Meeting to be held after this meeting, subject to ratification at
every Annual General Meeting.
The observation made in the Auditors' Report read together with
relevant notes thereon are self explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
The observation of the Auditors are duly dealt in Notes of Accounts at
attached to the Balance Sheet and are self - explanatory in 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.
[I] Mandatory Committees
(a) Audit Committee
The Audit Committee of the Board of Directors oversees the Financial
Statements and Financial Reporting before submission to the Board.
The Audit Committee is responsible for the 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.
The composition of the Audit Committee is given below:
Sl. No. Name of the Members Category
Chairman, Independent,
1. Praful Pranjivan Shah Non-Executive
2. Madhukar M. Bhagat Independent,
Non-Executive
3. Sandip Kampani Non-Executive
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.cmlinks. com.
(b) Nomination and Remuneration Committee
Your Company has reconstituted the Nomination and Remuneration
Committee of the Company pursuant to the provisions of Section 178 of
the Companies Act, 2013. The functions of this 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.
The composition of the Nomination And Remuneration Committee &
Stakeholders Relationship Committee is given below:
Sr. No. Name of the Members Category
Chairman,
1. Pradip Belawala Non-Executive
2. Hemal Kampani Non-Executive
3. Praful Pranjivan Shah Non-Executive
4. Nabankur Roy Non-Executive
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:
(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 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
The functions of this committee are well explained in the Corporate
Governance Report.
The composition of the Share Transfer and Stakeholders Relationship
Committee is given below:
Sr. No. Name of the Members Category
1. Pradip Belawala Chairman, Non-Executive
2. Hemal Kampani Non-Executive
3. Sandip Kampani Non-Executive
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 HARASSMENT OF WOMEN
There has been no cases lodged under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY 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 OUTGO
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 / JOINT 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 disclosures.
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 Company's shares on either of the aforesaid
Depositories.
CODE OF CONDUCT
The Board of Directors have approved a Code of Conduct, which is
applicable to the Members of the Board and all Employees in the course
of day-to-day business operations of the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in Securities by the Directors
and Designated Employees of the Company. The Board is responsible for
implementation of the Code.
EXTRACT OF ANNUAL RETURN
The Details forming part of the Extract of the Annual Return in Form
MGT-9 is annexed herewith and marked as Annexure -II to this Report.
CORPORATE GOVERNANCE & MANAGEMENT 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 Corporate Governance Report is prepared for the
half year ended 30th day of September, 2014.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, the provisions for
Corporate Social Responsibility are not applicable to the Company.
LISTING
Your Company's shares are listed at BSE Limited and The Calcutta Stock
Exchange Limited. However, delisting Application with The Calcutta
Stock Exchange Limited is still under process.
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
Hemal Kampani
Chairman
Place : Kolkata
Date : May 29, 2015
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