annual report - 2012-13 (final)...30th annual report - 2012-13 [ 5 ] directors’ report your...

VCK CAPITAL MARKET SERVICES LIMITED

2012-13

30TH

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BOARD OF DIRECTORS

Shri. Madhukar V. Kampani ~Chairman

Shri. Samir Kothari ~Managing Director

Shri. Hemal Kampani ~Director

Shri. Sandip Kampani ~Director

Shri. Narendra L. Kapadia ~Director

Shri. Madhukar M. Bhagat ~Director

Shri. A. V. Iyengar ~Director

Shri. Prafull Pranjivan Shah ~Director

COMPANY SECRETARY

Shri. Jiyut Prasad

AUDIT COMMITTEE

Shri. Madhukar M. Bhagat ~Chairman

Shri. Madhukar V. Kampani ~Member

Shri. Narendra L. Kapadia ~Member

Shri. Prafulla Pranjivan Shah ~Member

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

Shri. Madhukar V. Kampani ~Chairman

Shri. Hemal Kampani ~Member

Shri. Sandip Kampani ~Member

Shri. Narendra L. Kapadia ~Member

AUDITORS

S. RAMANAND AIYAR & CO.

114F/1D, Selimpur Road, Kolkata - 700031

BANKERS

HDFC Bank Limited

Standard Chartered Grindlays Bank

State Bank of India

REGISTERED OFFICE

“Duckback House”

41, Shakespeare Sarani, Kolkata - 700017

Telephone : (91) (033) 6604-9999 / 9935

Facsimile : (91) (033) 2287-8479

E-mail : [email protected]

Website : www.vckgroup.com

CONTENTS PAGE NO.

Notice 3

Directors’ Report 5

Corporate Governance Report 8

Management Discussion & Analysis Report 19

CEO/CFO Certification 20

Auditors’ Certificate on Corporate Governance 21

Auditors’ Report 22

Balance Sheet 26

Profit & Loss Account 27

Significant Accounting Policies 28

Notes on Financial Statement 30

Cash Flow Statement 41

Proxy Form & Attendance Slip 43

BRANCH OFFICES

JAMSHEDPUR

Holding # D, Chand Villa, Opp. Gopal Maidan

Contractor Area (Imperial Bank Area)

Jamshedpur - 831001

Jharkhand

Telephone : (91) (0657) 222-4395

MUMBAI

401/2/3, Malhotra Chambers

31/33, Police Court Lane,

Opp. Handloom House, Fort,

Mumbai - 400001

Maharashtra

Telephone : (91) (022) 6632-5727 / 5731

Facsimile : (91) (022) 6632-5737

THIRTIETH ANNUAL GENERAL MEETING

Tuesday, the 6th day of August, 2013 at 11.00 A.M. at

BHARATIYA BHASHA PARISHAD, 36A, Shakespeare Sarani,

Kolkata - 700017

REGISTRAR AND SHARE TRANSFER AGENT

C. B. MANAGEMENT SERVICES PRIVATE LIMITED P-22, Bondel Road, Kolkata - 700019

Phone : (033) 4011-6700/2280; 4011-6692/2282; 4011-3643/2487; 4011-0263/ Fax : (033) 4011-6739

E-mail ID : [email protected]; Website : www.cbmsl.com

30TH ANNUAL REPORT - 2012-13

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NOTICENOTICE

NOTICE is hereby given that the THIRTIETH ANNUAL GENERAL MEETING of the Members of VCK CAPITAL MARKET SERVICES

LIMITED will be held on TUESDAY, the 6th day of AUGUST, 2013 at 11.00 A.M. at BHARATIYA BHASHA PARISHAD, 36A, Shake-

speare Sarani, Kolkata - 700017 to transact the following business :

Ordinary Business :

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2013 and the Profit and Loss Account for the year ended

on that date along with the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Madhukar V. Kampani, who retires by rotation and is eligible for re-appointment.

3. To appoint a Director in place of Mr. Sandip Kampani, who retires by rotation and is eligible for re-appointment.

4. To appoint Auditors and to fix their remuneration.

By Order of the Board

Jiyut Prasad

Company Secretary

Registered Office :

41, Shakespeare Sarani

Kolkata - 700017

Dated : June 28, 2013

NOTES :

1. The Register of Members and Share Transfer Books in respect of the Equity Shares of the Company shall remain closed from Thurs-

day, August 01, 2013 to Tuesday, August 06, 2013 (both days inclusive).

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND

VOTE ON POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES

IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT ITS REGISTERED OFFICE NOT LESS THEN 48

HOURS BEFORE THE MEETING.

3. Only bona fide members of the Company whose names appear on the Register of Members/Proxy Holders, in possession of valid atten-

dance slip duly filled and signed will be permitted to attend the meeting. The Company reserves its rights to take all steps as may be

deemed necessary to restrict non –members from attending the meeting.

4. Members of the Company holding more then one share certificate in the same name under different Ledger folios, are requested to

apply for consolidation of such folios and send the relevant Share certificates to the Company’s Registrar & Share Transfer Agent M/s.

C.B. Management Services (P) Limited, situated at P-22, Bondel Road, Kolkata – 700019.

5. Please note that as per the notification of SEBI, the Company’s shares are under compulsory Demat trading, with effect from 27th

November, 2000 for all the investors. The Shareholders who are still holding shares in physical form are requested to take immediate

steps to demat their shares to avail easy liquidity, since trading of shares of the Company are under compulsory Demat Mode as per

the regulation of SEBI and also to prevent any loss of physical Share Certificate. You are therefore, requested to Demat your Share-

holding to avoid any inconvenience in future.

6. Members who hold shares in dematerialized form are requested to bring their Depository ID Number and Client ID Number for easier

identification of attendance at the Annual General Meeting.

7. Members are also requested to notify change in address, if any, immediately to the Company’s Registrar & Share Transfer Agent M/s.

C.B. Management Services (P) Limited, situated at P-22, Bondel Road, Kolkata - 700 019 by quoting their Folio Number(s).


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NOTICENOTICE

8. A member interested of getting any information on the accounts or operations of the Company is requested to forward his request to

the Company at least 10 days prior to the meeting to the Company Secretary at the Registered Office so that

the required information can be made available at the meeting.

9. Information for Directors seeking appointment/reappointment as required to be furnished pursuant to Clause 49 of the listing agree-

ment is given in the report on Corporate Governance.

10. The annual report of the Company circulated to the members of the Company will be made available on the Company’s website at

www.vckgroup.com.

11. Members are requested to inform their correct e-mail address, if any, to the Depositories (if shares held in Demat Form) and to our

Registrars by visiting the website “www.cbmsl.com/green.php” (if shares held in Physical Form) in compliance of Green Initiative as

per Circular No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs to facili-

tate the Company to send Notice/Documents through e-mail.

Members are requested to bring their own copies of the Annual Report and Admission Slip at the Meeting.

By Order of the Board Jiyut Prasad

Company Secretary Registered Office : 41, Shakespeare Sarani Kolkata - 700017



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DIRECTORS’ REPORTDIRECTORS’ REPORT

Your Directors presents the Thirtieth Annual Report and the Audited Accounts for the year ended March 31, 2013

FINANCIAL RESULTS

The highlights of the Financial Results are as under :

PARTICULARS For The Year Ended [`/000]

31.03.2013 31.03.2012

Income From Operations 1,001.37 2,051.39

Provision For Depreciation 74.13 137.95

Add/Less : Prior Period Adjustments (Net) -- --

Profit/(Loss) Before Tax (899.71) (1,060.03)

Add : Deferred Tax Liability Written Back 19.22 2.47

Profit/(Loss) After Tax (11,503.53) (1,057.56)

Paid-up Share Capital 90,587.86 90,587.86

Profit/(Loss) Before Depreciation, Amortisation & Taxation (825.58) (922.08)

Provision for Fringe Benefit Tax -- --

Profit/(Loss) Before Extraordinary Items (Net of Tax Expenses) (918.93) (1,062.50)

Less : Extraordinary Items (Net of Tax Expenses) (10,584.60) --

OPERATIONS AND FUTURE OUTLOOK

Investment Banking & Retail Mobilisation

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.

Our efforts to rejuvenate our Sister Company’s Branches so that business of Mutual Fund can pour in has failed because of the Government

Policies apathy towards investment and no directions of the future can be even calculated to plan the Company’s business.

Our future operations would entirely depend on how stock market fares. To begin with, no new policies or better policies are expected,

hence the outlook in the future, we don’t find it to our expectations.

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 31st March,

2013 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, 2013 is ̀ 45,533.

CAPITAL STRUCTURE

During the year, there has been no change in the Capital Base of the Company, which comprises of 90,50,286 Equity Shares of `10/- each.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company’s Articles of Association, Mr. Madhukar V. Kampani and


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Mr. Sandip Kampani Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible

offer themselves 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.

During the year, there was a shock which your Company received in the form of demise of Mr. Paresh Rajda, our beloved Director, who has

been a constant source of inspiration and a positive person, who never says DIE and we are unfortunate to have lost him on his death. Your

Directors are truly grieved by his demise. In his place, your Board has been pleased to appoint Mr. Prafull Pranjivan Shah, who is an expert

in business of Tea and Exports.

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

reappointment for the Financial Year 2013-2014.

AUDIT OBSERVATIONS

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

DEPOSITORY SYSTEM

As the members are aware, your Company’s share are tradable compulsorily in electronic form and the Company has established connec-

tivity 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.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company are covered under Section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975, as amended.

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS)

RULES, 1988

Since the Company does not carry on any manufacturing activities, the provisions of Section 217(1)(e) of the Companies Act, 1956 read

with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technol-

ogy, absorption and foreign exchange earning and outgo are not applicable to your Company. There are no foreign exchange earnings and

outgo during the year under report.

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, 2013

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 provi-

sions of the Companies Act for safeguarding the assets 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, 2013 on a going concern basis.

CORPORATE GOVERNANCE 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 a practicing Company Secretary are set out in the annexure forming a


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part of this report.

LISTING

Your Company’s shares are listed at BSE Limited and The Calcutta Stock Exchange Limited. However, delisting Application with The Cal-

cutta Stock Exchange Limited is still under process.

ACKNOWLEDGMENT

Your Directors wish to thank the Shareholders, Clients, Bankers and Others associated with 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

Madhukar V. Kampani

Chairman

Place : Kolkata



CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE REPORT

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COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance essentially is the system by which Companies are directed and controlled by the management in the best interest of

the stakeholders and others. Corporate Governance ensures fairness, transparency and integrity of the management. Corporate Governance

is a way of life, rather than a mere legal compulsion. It further inspires and strengthens investor’s confidence and commitment to the Com-

pany.

The Corporate Governance Philosophy of the Company has been further strengthened with the adoption of the Code of Conduct, Business

Excellence Model, Code for Prevention of Insider Trading and Code of Corporate Disclosure Policies. The Company, through its Board and

Committees, endeavors to strike and deliver the highest governing standards for the benefit of its stakeholders.

In compliance with the disclosure requirements of Clause 49 of the Listing Agreement executed with the Stock Exchanges, the details are

set out below:

1. BOARD OF DIRECTORS :

(A) COMPOSITION :

The Board has an optimum combination of Executive and Non-Executive Directors, and is in conformity with Clause 49 of the

Listing Agreement entered into with the Stock Exchanges in which the Company’s Shares are listed.

The Board is headed by a non-executive Promoter Director as its Chairman. Mr. Madhukar V. Kampani, the senior most Director,

who has the rich experience of being associated with Capital Market operations for over 41 years, has been fulfilling that role to

perfection for the past 16 years. Mr. Madhukar V. Kampani, Mr. Hemal Kampani and Mr. Sandip Kampani are related to each

other. Apart from this, none of the directors have pecuniary relationship with the Promoter. All the Directors are above 21 yrs of

age.

The Composition of the Board of Directors as on March 31, 2013 and the number of Directorships and committee positions in

Public Limited Companies held by them are as under:

Category of Directors

Member of Board of Other Public Limited Compa-

nies

Total No. of Committee (b) Membership in other Public Lim-ited Companies (excluding Private Limited Companies, For-

eign Companies and Companies under Section 25 of The Companies Act, 1956 and Membership of Committees of

various Charities/Bodies

As Chairman As Member

Mr. Madhukar V. Kampani (a) Chairman Non-Executive

2 None 2

Mr. Samir Kothari Executive None None None

Mr. Hemal Kampani (a) Non-Executive 2 1 1

Mr. Sandip Kampani (a) Non-Executive 1 None None

Mr. Paresh Rajda * Non-Executive None None None

Mr. Madhukar M. Bhagat * Non-Executive 4 1 1

Mr. Narendra L. Kapadia * Non-Executive None None None

Mr. A. V. Iyengar * Non-Executive 10 None 2

Name of Directors

Mr. Prafull Pranjivan Shah # * Non-Executive None None None

# W.e.f. December 31, 2012, Mr. Prafull Pranjivan Shah has been appointed to fill the casual vacancy caused due to the sudden demise of Mr. Paresh Rajda on July 05, 2012

* Independent Directors

(a) All are Promoters of the Company

b) Only the 2 (Two) Committees viz. The Audit Committee and The Shareholders/Investors’ Grievance Committee are considered.



None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5 Committees as per

Clause 49(I)(C)(ii) across all the companies in which he is a Director. All the Directors have made the requisite disclosures regard-

ing Committee positions held by them in other companies.

(B) BOARD MEETINGS HELD DURING THE YEAR :

The Board met 6(Six) times on the following dates during the Financial Year 2012-13 .

Details of the Board Meetings held during the year are as under :

*Board Strength changed due to the sudden demise of Mr. Paresh Rajda on July 015, 2012. Mr. Prafull Pranjivan

Shah has been appointed to comply with Clause 49 of the Listing Agreement and also to balance the composition

of the Board.

(C) ATTENDANCE OF DIRECTORS AT THE BOARD MEETING AND AT THE LAST ANNUAL GENERAL MEETING (AGM) :

N.A. = Not Applicable

(D) BRIEF RESUME OF DIRECTORS PROPOSED TO BE APPOINTED/REAPPOINTED :

[i] MR. MADHUKAR V. KAMPANI

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Date of Board Meeting Board Strength Number of Directors Present

May 29, 2012 8 7

June 26, 2012 8 8

August 09, 2012 7* 6

September 11, 2012 7* 6

December 31, 2012 7 7

February 04, 2013 8 6

No. of Board Meetings Attended Last AGM

Held Attended

Mr. Madhukar V. Kampani 6 6 Yes

Mr. Hemal Kampani 6 5 Yes

Mr. Sandip Kampani 6 5 Yes

Mr. Paresh Rajda 2 2 N.A.

Mr. Narendra L. Kapadia 6 6 Yes

Mr. Madhukar M. Bhagat 6 6 Yes

Mr. Samir Kothari 6 5 Yes

Mr. A. V. Iyengar 6 4 No

Mr. Prafull Pranjivan Shah 2 2 N.A.

Director

Date of Birth : March 01, 1932

Date of Appointment : August 06, 1990

Qualification : B.Com.

Experience : Over 44 years of experience in Primary and Secondary Market Operations.

Directorship in Other Public Limited Companies apart

from this Company

: 1. VCK Share & Stock Broking Services Limited

2. Pebco Motors Limited

Chairman/Member of the Committee in which he is a

Director apart from this Company *

: Two


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[ii] MR. SANDIP KAMPANI

(E) CODE OF CONDUCT :

The Code of Conduct as adopted by the Board is applicable to Directors and Senior Management of the Company. The code is

designed with fundamental principles viz. good Corporate Governance, good citizenship and exemplary personal conduct. The

Code covers commitment to sustainable development, concern for occupational health, safety and environment, a gender-friendly

workplace, transparency and auditability, legal compliance and the philosophy of leading by personal example. The Code has been

circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annu-

ally. A declaration to this effect signed by the Managing Director forms part of this report. The same has also been posted at

Company’s website at www.vckgroup.com.

2. COMMITTEE OF THE BOARD :

Currently, the Board has two Committees, (1) the Audit Committee and (2) the Shareholder’s/Investor’s Grievances Committee. The

primary object of the Committee is to supervise the Company’s Internal Control and to monitor and provide effective supervision of the

Management's financial reporting process with a view to ensuring accurate and timely disclosures, with the highest levels of transpar-

ency, integrity and quality of financial reporting.

The Committee is responsible for constituting, assigning and fixing terms of services for Committee Members. Recommendations of the

Committees are submitted to the Board for approval and ratifications.

The Quorum for meeting is either two members or one-third of the committee, whichever is higher.

(A) AUDIT COMMITTEE :

The Committee acts as a link between the Management, Auditors and the Board of Directors of the Company and has full access

to the financial Information.

(a) Powers of the Audit Committee :

♦ To investigate any activity within its terms of reference.

♦ To seek information from any employee.

SHARES OF THE COMPANY HELD BY HIM

Equity (a) Own 51850 Equity Shares of `10/- each

(b) Beneficiary --

Date of Birth : August 08, 1963

Date of Appointment : August 06, 1990

Qualification : B.Com.

Experience : Several years experience in Stock Broking Services

Directorship in Other Public Limited Companies apart

from this Company

: VCK Share & Stock Broking Services Limited

Chairman/Member of the Committee in which he is a

Director apart from this Company *

: Nil

SHARES OF THE COMPANY HELD BY HIM

Equity (a) Own 51900 Equity Shares of `10/- each

(b) Beneficiary --



♦ To obtain outside legal or other professional advice.

♦ To secure attendance of outsiders with relevant expertise, if it considers necessary

(b) The Role of Audit Committee includes :

♦ Overseeing the Company’s Financial Reporting process and Disclosure of Financial Information to ensure that the Finan-

cial Statements are correct, sufficient and credible;

♦ Recommending the Appointment and Removal of Statutory Auditors, Internal Auditors and Cost Auditors, Fixation of

Audit Fee and Approval for payment of any other Services;

♦ Approval of payment to Statutory Auditors;

♦ Reviewing with the Management the Financial Statements before submission to the Board, focusing primarily on :

– Any changes in Accounting Policies and Practices;

– The ‘going concern’ assumption;

– Major accounting entries based on exercise of judgment by Management;

– Significant adjustments, if any, arising out of audit;

– Compliance with accounting standards;

– Compliance with Stock Exchanges and legal requirements concerning Financial Statements;

– Related party transactions

– Qualifications, if any, in Draft Audit Report.

♦ Reviewing with the Management the Audited Financial Statements of the material unlisted subsidiary Companies;

♦ Reviewing with the Management, performance of Statutory and Internal Auditors, the adequacy of Internal Control

Systems;

♦ Statement of related party transactions;

♦ Reviewing the adequacy of Internal Audit Functions;

♦ Discussing with Internal Auditors any significant findings and follow up on such issues;

♦ Discussing with Statutory Auditors before the Audit commences on the nature and scope of Audit, as well as having

post-audit discussions to ascertain area of concern, if any, and;

♦ Reviewing the Company’s Financial and Risk Management Policies;

♦ Carrying out such other functions as may be specifically referred to the Committee by the Board of Directors and/or

other Committees of Directors of the Company.

♦ Reviewing any other areas which may be specified as role of the Audit Committee under the Listing Agreement, Com-

panies Act and other statutes, as amended from time to time.

All the Members of the Audit Committee are Non-Executive Members and the majority of them are independent. The Committee is

headed by Mr. Madhukar Manilal Bhagat, who has more than 41 years of experience in the insurance sector and possesses suffi-

cient accounting or related financial management expertise. All other members of the committee are eminent in their respective

fields and are financially literate. The Company Secretary acts as the Secretary to the Committee.

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The composition of the Audit Committee and the attendance of the members at the meetings held during the year are as under :


(B) REMUNERATION POLICY :

Neither any salary or any setting fees was paid to any Director including the Managing Director for attending meeting of the

Board of Directors of the Company and Committee thereof.

The Company did not have a Remuneration Committee.

Shares/Convertible instruments held by Non-Executive Directors as on March 31, 2013 are as under :


Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:

During the Financial Year ended March 31, 2013, there has been no change in the Capital Structure of the Company.

(C) SHAREHOLDER’S/ INVESTOR’S GRIEVANCES COMMITTEE :

In order to ensure quick redressal of the Complaints of the Shareholders, Company has in compliance with Clause 49 of the List-

ing Agreement constituted a Shareholder’s/Investor’s Grievance Committee, which comprises of Four Non-Executive Directors and

headed by the Chairman of the Board Mr. Madhukar V. Kampani. The functions entrusted to the Committee are as follows :

♦ Transfer/Transmission of Shares

♦ Review of Shares Dematerialization and Rematerialization.

♦ Issue of Duplicate Share Certificates.

♦ Non-receipt of Share Certificates.

♦ Non-receipt of Balance Sheet.

♦ All other matter related to Shares.

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Name of the Director 29.05.2012 09.08.2012 09.11.2012 04.02.2013

Mr. Madhukar M. Bhagat, Chairman Yes Yes Yes Yes

Mr. Paresh Rajda, Member Yes N.A. N.A. N.A.

Mr. Madhukar Kampani, Member Yes Yes Yes Yes

Mr. Narendra L. Kapadia, Member Yes Yes Yes Yes

Mr. Prafull Pranjivan Shah, Member N.A. N.A. N.A. Yes

Name of Non-Executive Director No. of Equity Shares of Rs. 10/- each of the Com-

pany

Convertible Instru-ments

Mr. Madhukar V. Kampani 51850 N. A.

Mr. Hemal Kampani 120 N. A.

Mr. Sandip Kampani 51900 N. A.

Mr. Paresh Rajda Nil N. A.

Mr. Madhukar M. Bhagat 226 N. A.

Mr. Narendra L. Kapadia Nil N. A.

Mr. A. V. Iyengar Nil N. A.

Mr. Prafull Pranjivan Shah Nil N. A.



During the Financial Year ended on March 31, 2013, Meetings of the said Committee were held 9(Nine) times as follows :-

May 11, 2012; June 19, 2012; July 07, 2012; November 09, 2012; December 17, 2012; January 15, 2013; February 22, 2013;

March 08, 2013 and March 30, 2013.

The Details of the Composition of the Committee are as follows :

Mr. Jiyut Prasad, Company Secretary acts as the Compliance Officer of the Company under relevant regulations. He monitors the

compliance received in relation to share transfers, demat/remat and other related processes and reports them to the Board. He

discharges the responsibility of liaison officer with the investors and regulatory authorities such as SEBI, Stock Exchanges and

the Registrar of Companies in respect of rules, regulations and directives of such authorities concerning investor service and

complaints.

The Status of Investors’ Complaints as on March 31, 2013 are as follows :

*No SEBI SCORES complaint has been received during the period under review.

(D) SHARE TRANSFER SYSTEM :

All the transfers received are processed by the Registrar and Transfer agent (R & TA). Share transfers are presently registered

within a maximum period of 15 (Fifteen) days from the date of receipt provided the documents are complete in all respects. All

share transfers are approved by Shareholder/ Investor Grievance Committee.

Dematerialization of Shares and Liquidity

The Company has entered into agreements with NSDL and CDSL whereby shareholders have an option to dematerialize the shares

with either of the depositories.

As on March 31, 2013, 48.88% of the Company’s Equity Shares representing 4423744 Equity Shares were held in dematerial-

ized mode and the balance 51.12% representing 4626542 Equity Shares were held in physical mode.

Pursuant to new clause 47(f) of the Listing Agreement, the Company's e-mail id for grievance redressal purpose is inves-

[email protected], where complaints can be lodged by the investors.

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Name of the Member Category Designation

Mr. Madhukar V. Kampani Non-Executive Director Chairman

Mr. Hemal Kampani Non-Executive Director Member

Mr. Sandip Kampani Non-Executive Director Member

Mr. Narendra L. Kapadia Non-Executive Director Member

Number of Shareholder Complaints received during the year 1 *

Number of Complaints resolved during the year 1 *

Number not solved to the satisfaction of the Shareholders till March 31, 2013 Nil

Number of Pending Share Transfers as at March 31, 2013 Nil

Name of the

Compliance Officer

Address Phone No. Fax No. E-mail

Mr. Jiyut Prasad

Company Secretary

‘Duckback House’

41, Shakespeare Sarani,

Kolkata—700017

(91) (033) 6604-9935 (91) (033) 2287-8479 [email protected]



3. GENERAL BODY MEETINGS :

Locations, date and time, where last three AGMs/EGMs held :

Extra Ordinary General Meetings

During the Financial Year 2012-13, no Extra-ordinary General Meetings were held.

No resolutions were passed through Postal Ballot in the year under Report. No resolution is proposed to be passed through postal ballot

in the forthcoming AGM too.

4. DISCLOSURES :

(a) Related Party Transactions :

During the year under review, the Company had not entered into any material significant transactions with any related party that

may have potential conflict with the interests of the Company at large. The transactions with related parties, in normal course of

business, have been disclosed separately in the Notes on Accounts.

(b) Statutory Compliance, Penalties and Strictures :

The Company has complied with the requirements of the Stock Exchanges/SEBI and Statutory Authority on all matters related to

capital markets during the last three years. No penalties or strictures have been imposed on the Company by these authorities.

(c) Compliances of Non Mandatory requirements :

(i) The Company does not have a Remuneration Committee.

(ii) With regard to training of Board Members, the Directors of the Company are continuously trained in the business model of

the Company and the risk profile of business parameters through various presentations at Board/Committee meetings.

(iii) With regard to whistle blower policy the Company is examining the formulations and implementations of the same, after

which the same would be submitted to the Board.

5. SUBSIDIARY COMPANY :

The Company does not have any subsidiary Company.

6. MEANS OF COMMUNICATION :

In compliance with the requirements of the Listing Agreement, the Company regularly intimates Unaudited as well as Audited financial

results to the Stock Exchanges immediately after they are taken on record by the Board. Further coverage is given for the benefit of

the shareholders and investors by publication of the financial results in the newspapers such as The Financial Express – in English

Language and Dainik Statesman – in Bengali Language.

[ 14 ]

General Meeting Financial Year Date Time Special Resolution Passed Place

27th (AGM) 2009-10 24.08.2010 10.30 a.m. None Bhartiya Bhasha Parishad

36A, Shakespeare Sarani,

Kolkata—700017

28th (AGM) 2010-11 09.08.2011 11.30 a.m. Re-Appointment of Mr. Samir

Kothari as the Managing Director

Gyan Manch

11, Pretoria Street,

Kolkata—700017

29th (AGM) 2011-12 07.08.2012 11.00 a.m. None Bhartiya Bhasha Parishad

36A, Shakespeare Sarani,

Kolkata—700017



However, the Company does not send half yearly reports to the individual shareholders.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A “Management Discussion and Analysis Report” has been included as a part of the Directors’ Report to the shareholders for the year

ended March 31, 2013.

8. CEO / CFO CERTIFICATE :

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification is appended as an Annexure to this Report.

9. GENERAL SHAREHOLDERS INFORMATION :

AGM : DATE, TIME AND VENUE :

(A) The forthcoming THIRTIETH ANNUAL GENERAL MEETING of our Company will be held on TUESDAY, THE 6TH DAY OF

AUGUST, 2013 AT 11.00 A.M. AT BHARATIYA BHASHA PARISHAD, 36A, Shakespeare Sarani, Kolkata - 700017.

(B) BOOK CLOSURE :

The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, August 01, 2013 to Tues-

day, August 06, 2013 (both days inclusive).

(C) FINANCIAL CALENDAR :

For the year ended March 31, 3013 results were announced on :

First Quarter : August 09, 2013

Second Quarter : November 09, 2012

Third Quarter : February 04, 2013

The Company’s Results & other informations are posted at Company’s Website at www.vckgroup.com.

(D) DIVIDEND PAYMENT DATE :

The Company has not declared any Dividend.

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, 2013 is `45,533/-. The data’s pertaining to the same

are also posted on the company’s website.

[ 15 ]

Unaudited Financial Results

For The Three Months Ended

The Financial Express Dainik Statesman

(English) (Bengali)

June 30, 2012 August 11, 2012 August 11, 2012

September 30, 2012 November 10, 2012 November 10, 2012

December 31, 2012 February 05, 2013 February 05, 2013

Newspaper Published In

Financial Year for 2013-14 (Tentative) April 01 – March 31

Financial Reporting for the year ending March 31, 2013 May 28, 2013

Mailing of Annual Reports : 2012-2013 In first half of July, 2013

Financial Reporting for the quarter ending June 30, 2013 By August 14, 2012

Financial Reporting for the quarter ending September 30, 2013 By November 14, 2013

Financial Reporting for the quarter ending December 31, 2013 By February 14, 2014

Financial Reporting for the quarter ending March 31, 2014 By May 30, 2014



(E) LISTING ON STOCK EXCHANGES :

The Listing Fees has been paid to BSE Limited for the Financial Year 2013-2014. The

Company is in process of delisting from The Calcutta Stock Exchange Limited.

(F) THE INTERNATIONAL SECURITY IDENTIFICATION NUMBER :

The International Security Identification Number (ISIN) of National Securities Depository Limited (NSDL) and Central Depository

Services (India) Limited is Equity INE 488C01015 consequent upon the conversion of equipref shares into equity shares of the

Company the ISIN of the equipref shares of the Company i.e INE 488C04019 have been frozen both at NSDL and CDSL with

effect from April 28, 2008.

(G) CORPORATE IDENTITY NUMBER :

Corporate Identity Number (CIN) allotted by Ministry of Corporate Affairs, Government of India is L67190WB1983PLC035658,

and registration number is 035658. The Company is registered in the State of West Bengal, India

(H) MARKET PRICE DATA :

The monthly high and low and volume of shares of the Company at BSE Limited for the year 2012-13 is as under:

Source: www.bseindia.com

(I) REGISTRAR AND SHARE TRANSFER AGENTS :

The details of the Registrar and Share Transfer Agent (R & TA) of the Company are as follows:

Name of the Stock Exchange Address Stock Code

The Calcutta Stock Exchange Limited 7, Lyons Range, Kolkata - 700001 32023

BSE Limited P. J. Towers, 25th Floor, Dalal Street, Mumbai - 400001

511493

Month High (`) Low (`) Closing (`) No. of Shares

Traded

SENSEX

Closing

April, 2012 3.60 2.62 3.60 4795 17318.81

May, 2012 3.92 2.17 2.17 6069 16218.53

June, 2012 2.17 1.63 1.63 4649 17429.98

July, 2012 1.78 1.65 1.65 4652 17236.18

August, 2012 2.08 1.60 1.81 113653 17429.56

September, 2012 3.46 1.72 3.28 58108 18762.74

October, 2012 3.33 3.27 3.30 53 18505.38

November, 2012 3.24 2.41 2.41 276 19339.90

December, 2012 2.50 1.73 1.81 8828 19426.71

January, 2013 1.79 1.71 1.71 2757 19894.98

February, 2013 1.79 1.57 1.57 1726 18861.54

March, 2013 1.50 1.26 1.26 2276 18835.77

Physical Segment And Demat Segment

C. B. Management Services (P) Limited

P-22, Bondel Road, Kolkata - 700019, West Bengal

Phone : (91) (033) 4011-6700/2280; 4011-6692/2282; (91) (033) 4011-3643/2487; 4011-0263

Fax : (91) (033) 4011-6739;

E-mail : [email protected]; Website : www.cbmsl.com

[ 16 ]



[ 17 ]

Accordingly, all communications on matters relating to share transfer, non-receipt of certificates, demat / remat be sent to M/s.

C. B. Management Services Private Limited. Correspondences on these matters may also be sent to the Company Secretary,

Secretarial Department at “Duckback House”, 41, Shakespeare Sarani, Kolkata - 700017.

(J) DISTRIBUTION OF SHAREHOLDING AS AT MARCH 31, 2013 :

The Shareholding Pattern of the Company as on March 31, 2013 is as follows :

The distribution of Shareholding of the Company as on March 31, 2013 is as follows :

(K) HOLDING PATTERN AS ON MARCH 31, 2013 (EQUITY) :

Category No. of

Shares

% of

Shares

Promoter’s Holding

(Including Foreign Promoters)

3465650 38.29

Non-Promoter’s Holding

(a) Mutual Funds and UTI -- --

(b) Banks, FIs and Insurance Company -- --

(c) FIIs -- --

Others

(i) Bodies Corporate 1084279 11.98

(ii) Indian Public 4058263 44.84

(iii) NRIs/OCBs 441944 4.89

(iv) Others 150 0.00

TOTAL 9050286 100.00

No. of Shares No. of Shareholders

% of Shareholders

No. of Shares

% of Shares

Upto 500 8642 87.54 1898235 20.97

501 to 1000 672 6.81 501292 5.54

1001 to 2000 290 2.94 409291 4.52

2001 to 3000 109 1.10 268051 2.96

3001 to 4000 40 0.40 143722 1.59

4001 to 5000 25 0.25 115954 1.28

5001 to 10000 39 0.40 273040 3.02

10001 and Above 55 0.56 5440701 60.12

TOTAL 9872 100.00 9050286 100.00

Particulars No. of Shareholders

% of Shareholders

No. of Shares

% of Shares

Physical 7872 79.74 4626542 51.12

NSDL 1393 14.11 2702860 29.87

CDSL 607 6.15 1720884 19.01

TOTAL 9872 100.00 9050286 100.00


[ 18 ]


(L) ADDRESS FOR CORRESPONDENCE :

10. CERTIFICATE :

The Company has obtained the Certificate from M/s. A.K. Labh & Co., Company Secretaries regarding compliance of Corporate Gov-

ernance as stipulated vide Clause 49 of the listing agreement and the same is annexed.

All material requirements with respect to Corporate Governance as stipulated in the listing agreement have been complied with.

For VCK Capital Market Services Limited

Madhukar V. Kampani

Chairman

Place : Kolkata


Registered Office “Duckback House”, 41, Shakespeare Sarani, Kolkata - 700017

Registrar & Transfer Agents C. B. Management Services (P) Limited P-22, Bondel Road, Kolkata - 700019, West Bengal

Phone : (91) (033) 4011-6700/2280; 4011-6692/2282;

(91) (033) 4011-3643/2487; 4011-0263

Fax : (91) (033) 4011-6739;

E-mail : [email protected]; Website : www.cbmsl.com


[ 19 ]

MANAGEMENT DISCUSSION & ANALYSIS REPORTMANAGEMENT DISCUSSION & ANALYSIS REPORT

ECONOMIC SCENARIO

It was a challenging year for the Indian economy with lingering concerns

over global growth prospects and financial stability weighing on external

demand and international funding. Further, local headwinds such as firm

inflation, rising interest rates and policy impediments to investment only

exacerbated the impact of a shaky global environment on domestic growth.

Headline GDP growth as a result is likely to have fallen to 5.0% in FY13

from 6.2% a year ago and 9.3% in FY11. While there was some course

correction by way of policy responses from the government that impact will

be visible only with a lag. In particular, the government has embraced a path

of fiscal consolidation that kept the fiscal deficit target for FY13 below the

initial level of 5.1% of GDP and it is likely that the fiscal deficit could drift

lower to 4.8% of GDP in FY14.The RBI on the other hand fell back on meas-

ured policy easing in FY13 that could gain momentum amidst the prospect of

falling inflation amidst weak global commodity prices and subdued domestic

demand. That said, macro-stability risks from a large current account deficit

which is likely to have reached a record 5.1% of GDP in FY13 and placed the

rupee under extreme depreciation pressure could curtail the extent of this

easing. On balance, the prospect of some monetary easing going ahead, a

normal monsoon and some traction in government capital expenditure could

pave the way for a revival in GDP growth to 5.8%-6% in FY14 and could

keep India a significant out-performer in the global context.

INDUSTRIAL OVERVIEW

The development of an efficient and deep capital market is essential for

sustained growth in an emerging market economy like India. The capital

market fosters economic growth by channelising real savings to capital

formation, and can help raise the productivity of investment by improving the

allocation of investable funds. It also allocates risks to those who can best

bear it. However, the quality of the market determines its effectiveness in

meeting these objectives. Accordingly, to improve the quality of the market

in terms of market efficiency, transparency, price discovery, preventing

unfair trade practices, etc. and bringing it at par with international stan-

dards, a package of reforms comprising measures to liberalise, regulate and

develop the Indian capital market have been implemented since the early

1990s. As a result of these initiatives, capital markets in India have emerged

as an important source of funds for Indian companies and also as an avenue

for the small and retail investors to productively channelising their savings.

Various measures being taken by regulatory Authority:

PRIMARY MARKET

♦ As per latest Union Budget 2012-13, Securities and Exchange Board

of India (SEBI) has undertaken regulatory framework in the primary

market and approved many progressive measures.

♦ Steps to Re-energies Mutual Fund

SECONDARY MARKET

Market Developments:

The Indian stock market is one of the best performing markets in the world

in 2012. Relative to its level on the last trading day in 2011, the Sensex

gained 3050 points or 19.7 per cent and Nifty gained 995 points or 21.5 per

cent as on 31October, 2012. However, in the current financial year, Sensex

gained 1101 points (or 6.3 percent) whereas, Nifty gained 324 points (or 6.1

per cent). Market capitalisation is around 0.73 times the GDP of 2011-12.

FII Investment

The total net FII flows to India in 2009 stood at US$ 18.51 billion (Table

1.26). These flows grew remarkably in 2010 and India received net FII

investment worth US$ 39.47 billion in 2010 which has been highest over

the last decade. These flows were largely equity inflows. Similarly, about

three-fourth of net FII inflow in 2012 is equity.

♦ Initiatives to attract FII Investment

♦ Allowing qualified foreign investors (QFIs ) to access Indian corporate

bond market

♦ Streamlining the QFIs Scheme

♦ Liberalisation of ECB Policy During 2012-13

♦ Various New Scheme under ECB

♦ Relaxation In ECB Policy for financing of 2G Spectrum Auction

FUTURE OUTLOOK

World output growth in 2010 turned out to be much better at 5.1% com-

pared to the projections made of 4.2% by the IMF in April 2010, and for that

matter the 3.1% projected in October 2009. This was primarily due to better

than expected performance in (a) emerging and developing countries, includ-

ing China, India, Brazil and sub-Saharan Africa (b) Japan, korea, Hong Kong

and Singapore and (c)projections made in April 2010 of 3.1%. Further, actual

growth in several European economies has turned out to be lower than what

had been projected in April 2010.

In the update to the World Economic Outlook (June 2011), the IMF expects

world output to grow by 4.3% in 2011 and by 4.5% in 2012. Growth in the

advanced economics in 2011 and 2012 has been broadly projected at levels

lower than that achieved in 2010 and similar to the projections made in April

2010. Growth in emerging & developing economies, likewise, has also been

projected at levels not very different from that made in April 2010. The IMF

has raised its growth projections significantly for Germany and lowered it

sharply for the UK. It has also made marginal reductions in the growth pro-

jections for the most of the other advanced and developing economies, while

raising its projections for Brazil and Euro-zone.

CAUTIONARY STATEMENT

Certain statements made in the Management Discussion and Analysis Report

relating to Company’s objectives, projections, outlook, expectations, and

estimates may constitute forward looking statements within the meaning of

the current market and economic scenario with applicable laws and regula-

tions. Actual results may differ from such expectations, projections in the

capital market. Several other factors also could make a significant difference

to the Company’s operations such as economic condition, Government regu-

lations and taxation, etc.

On behalf of the Board of Directors

Madhukar V. Kampani

Chairman

Place : Kolkata



[ 20 ]

CEO / CFO CERTIFICATECEO / CFO CERTIFICATE

The Board of Directors

VCK Capital Services Limited.

“Duckback House”

41, Shakespeare Sarani,

Kolkata-700 017

I, Samir Kothari, Managing Director of VCK Capital Market Services Limited (“the Company”), to the best of my knowledge and

belief, hereby certify that:

a) I have reviewed the financial statements and the cash flow statements of the Company for the year ended 31st March,

2013 and :

(i) these statements do not contain any materially untrue statement or omitted any material fact or contain any state-

ments that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing

Accounting Standards, applicable laws and regulations.

b) There are no transactions entered into by the company during the year ended 31st March, 2013, which are fraudulent,

illegal or violate the Company’s code of conduct.

c) I accept responsibility for establishing and maintaining internal controls for financial reporting and I have evaluated the

effectiveness of internal control systems of the Company pertaining to financial reporting.

d) I have indicated to the Auditors and the Audit Committee :

(i) Significant changes in accounting policies during the year and the same has been disclosed in the notes to the finan-

cial statements ; and

(ii) Instances of significant fraud either by the management or an employee having a significant role in the Company’s

internal control system of financial reporting.

Samir Kothari

Managing Director

Place : Kolkata

Date : June 28, 2013


[ 21 ]

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS

OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF

THE LISTING AGREEMENTTHE LISTING AGREEMENT

To The Members of

VCK Capital Market Services Limited

We have examined the Compliance of Conditions of Corporate Governance by VCK Capital Market Services Limited (“the Com-

pany”) for the period ended on March 31, 2013 as stipulated in Clause 49 of the Listing Agreement of the said Company with the

Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to

procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Gov-

ernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanation given to us by the Directors and the Manage-

ment, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above men-

tioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effective-

ness with which the Management has conducted the affairs of the Company.

For A. K. LABH & CO.,

Company Secretaries

CS. A. K. LABH

Place : Kolkata Proprietor

Date : June 28, 2013 CP-3238

CERTIFICATE OF COMPLIANCE WITH THE CERTIFICATE OF COMPLIANCE WITH THE

CODE OF CONDUCT OF THE COMPANYCODE OF CONDUCT OF THE COMPANY

This is to confirm that a Code of Conduct for the Board Members and Senior Management Personnel of the Company had been adopted in

the Board Meeting held on January 28, 2006. The Code of Conduct adopted by the Board was also circulated and posted on the website of

the Company. The Company received declarations affirming compliance of the Code from the persons concerned for the Financial Year ended

March 31, 2013.

The same has also been noted by the Board.

For VCK Capital Market Services Limited

Samir Kothari

Managing Director

Place : Kolkata

Date : May 28, 2013


[ 22 ]

TO THE MEMBERS OF,

VCK CAPITAL MARKET SERVICES LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of VCK CAPITAL MARKET SERVICES LIMITED (“the Company”), which comprise

the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a

summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial

performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of

the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to

the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether

due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the

Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical re-

quirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The proce-

dures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s prepara-

tion and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit

also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by man-

agement, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information

required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in

India, subject to matters stated under Emphasis Of Matter herein below

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

EMPHASIS OF MATTER

Attention is drawn to the following notes :

♦ Note No 11(2) under Long Term Loans and Advances regarding no additional write off/ provisioning required for other loans,

pending final outcome of a sub-judice claim preferred by the Company,

♦ Note No 12 on Long Term Trade Receivables, where also no additional write off/ provisioning is required pending final out-

come of a sub-judice claim preferred by the Company,

♦ Note No 14 on credit balances lying in certain dormant banking accounts, where no write off/ adjustment has been done

pending final outcome of an appeal preferred by the Company.

INDEPENDENT AUDITORS’ REPORTINDEPENDENT AUDITORS’ REPORT


[ 23 ]

♦ Note 30 regarding non funding of gratuity liability

Our report is qualified in respect of the above matters since it could have a significant impact on the profits of the Company

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-

section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the

Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purpose of our audit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our exami-

nation of those books;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with

the books of account.

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting

Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board

of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of

clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section

441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such

cess is to be paid, no cess is due and payable by the Company.

For and On Behalf of

S. RAMANAND AIYAR & CO.,

Chartered Accountants

Ravi Kumar Venkatesan

Partner

Place : Kolkata Membership No. 52145

Date : May 28, 2013 Registration No. 000990N



[ 24 ]

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET

SERVICES LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of

our audit, we report that :

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed as-

sets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepan-

cies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed of during the year

and therefore does not affect the going concern assumption.

2. (a) The stock of shares of the Company has been physically verified by the Management during the year. In our opinion, the fre-

quency of verification is reasonable.

(b) (b) In our opinion the procedures of physical verification of stock of shares followed by the Management are reasonable and ade-

quate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory records, in our opinion, the Company is maintaining proper records of stock of

shares. No material discrepancies have been noticed on the physical verification of stock of shares.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Com-

pany has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under

Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not appli-

cable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Com-

pany has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Compa-

nies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure

commensurate with the size of the company and the nature of its business, for the purchase of fixed assets, purchases and sale of

shares/investment, payment for expenses and for sale services. Further, during the course of our audit, no major instance of continuing

failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the

particulars of contracts or arrangements referred to in section 301 of the Act, if any, have been entered in the register required

to be maintained under that section.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties cov-

ered u/s 301 of the Act does not exceed five lacs rupees in a financial year and, therefore, the requirement of reasonableness of

transactions does not arises.

6. Since the Company has stopped accepting any deposits from the public, we are not commenting on the compliance of the provisions of

section 58A and 58AA of the Companies Act, 1956. An aggregate amount of ̀ 30,000/- is outstanding against such deposits accepted

by the Company in the earlier years. The Company has transferred an aggregate amount of `45,533/- against such unclaimed deposit

(inclusive of interest) to the Investor Education and Protection Fund.

7. In our opinion, the Company has an adequate internal Audit system commensurate with the size of the Company and the nature of its

business.

8. As per information and explanation given by the management, maintenance of cost records have not been prescribed by the Central

Government under clause (d) of sub-section (1) of section 209 of the Act for the type of business the Company is currently in.



[ 25 ]

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection

Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent

applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the

information and explanations given to us there were no outstanding statutory dues as on March 31, 2013 for a period of more

than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax,

service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The accumulated losses of the Company as at March 31, 2013 of ̀ 598.33 lacs was more than 50% of the net worth of the Company

on the said date. There Company has incurred a cash loss of `114.10 lacs during the relevant financial year and `9.22 lacs in the

immediately preceding financial year.

11. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (xi)

of paragraph 4 of the said order is not applicable.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security

by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies

(Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transac-

tions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by

the Company in its own name except to the extent of exemptions, if any granted under section 49 of the Companies Act 1956.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a

bank or financial institution during the year.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term

loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March

31, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the

Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures and accordingly clause (xiiiv) of paragraph 4 of the said order does not apply to the Com-

pany for the relevant year.

20. The Company has not raised any money by public issue during the year, and accordingly, clause (xx) of paragraph 4 of the said order is

not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices

and based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the

Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

For and On Behalf of



Ravi Kumar Venkatesan

Partner

Place : Kolkata Membership No. 52145

Date : May 28, 2013 Registration No. 000990N



[ 26 ]

BALANCE SHEET AS AT MARCH 31, 2013BALANCE SHEET AS AT MARCH 31, 2013

(`/000s)

Note As At

March 31, 2013

As At

March 31, 2012

EQUITY AND LIABILITIES

Shareholders’ Funds

Share Capital 2 90,587.86 90,587.86

Reserves and Surplus 3 (53,734.87) (42,231.34)

36,852.99 48,356.52

Non-Current Liabilities

Long Term Borrowings 4 1,971.67 1,235.28

Deferred Tax Liabilities (Net) 5 896.78 877.56

Long Term Provisions 6 4,887.81 4,956.81

7,756.26 7,069.65

Current Liabilities

Other Current Liabilities 7 301.73 200.04

Short Term Provisions 8 4.50 0.23

306.23 200.27

44,915.48 55,626.44

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 9 928.02 1,002.15

Non-Current Investments 10 18,424.90 29,009.50

Long Term Loans and Advances 11 18,610.37 18,609.87

Other Non-Current Assets 12 6,483.24 6,483.24

44,446.53 55,104.76

Current Assets

Trade Receivables 13 — 81.44

Cash and Cash Equivalents 14 339.80 310.70

Other Current Assets 15 129.15 129.54

468.95 521.68

44,915.48 55,626.44

In terms of our report attached

See accompanying Notes forming part of the Financial Statements 1 - 19

For and on behalf of For and on behalf of the Board of Directors



Registration No. 000990N

Ravi Kumar Venkatesan Madhukar V. Kampani Samir Kothari Jiyut Prasad

Partner Chairman Managing Director Company Secretary

Membership No. 52145

Kolkata; May 28, 2013


[ 27 ]

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED

MARCH 31, 2013MARCH 31, 2013









(`/000s)

Note As At

31.03.2013

As At

31.03.2012

INCOME

Revenue from Operations 16 1,001.39 2,067.60

Other Income 17 269.00 33.20

Total Revenue 1,270.39 2,100.80

EXPENSES

Employee Benefits Expenses 18 784.89 1,145.85

Depreciation and Amortization Expenses 74.13 137.95

Other Expenses 19 1.311.08 1,877.03

Total Expenses 2,170.10 3,160.83

Profit Before Exceptional Items (899.71) (1,060.03)

Exceptional Expenses — —

Profit Before Extra-Ordinary Items and Tax (899.71) (1,060.03)

Extra-Ordinary Items

Diminution in the Value of Investments written off 10,584.60 —

Profit Before Tax (11,484.31) (1,060.03)

Tax Expenses

Deferred Tax 19.22 2.47

Profit/(Loss) For The Period (11,503.53) (1,057.56)

Earnings per Equity Share

Basic (1.27) (0.12)

Diluted (1.27) (0.12)

See accompanying Notes forming part of the Financial Statements 1 - 19


Current Tax — —


[ 28 ]

A. BASIS OF ACCOUNTING :

The Financial Statements of the Company have been prepared under the historical cost convention and in accordance with applicable

Accounting Standards except where otherwise stated. The Financial Statements have also been prepared in accordance with relevant

presentational requirements of the Companies Act, 1956. Mercantile system of accounting is generally followed except for statutory

payments.

Accounting policies not specifically referred to herein below are consistent and in consonance with generally accepted accounting

principles prevalent in India and comply with the accounting standards notified by the Central Government under the Companies

(Accounting Standards) Rules 2006.

The accounts for the relevant year have been prepared on a going concern basis.

B. FIXED ASSETS :

Fixed Assets are valued at Cost less Depreciation.

C. DEPRECIATION :

Depreciation on Other Fixed Assets installed after 16.12.1993, is provided on Straight Line basis at the rates and in the manner speci-

fied in the Schedule XIV to the Companies Act, 1956 (As Amended). In respect of the Fixed Assets installed prior to the above date,

Depreciation is provided on Straight Line basis at the rates applicable in the respective year of Addition. Statutory Depreciation in

respect of Assets where the actual cost does not exceed Rs.5,000/- is provided at the rate of 100% in the year of Purchase/

Installation.

D. INVESTMENTS :

(a) CLASSIFICATION :

Investments are classified into the following category :

Long Term Investments :

All Investments in Securities, where such investments are intended (at the time of purchase or acquisition thereof) to be held for

a period exceeding one year, are classified as Long Term Investments.

(b) VALUATION :

Long Term Investments are valued at cost. However, as a matter of prudent accounting, the diminution in the value of the invest-

ments has been charged off in the accounts and has been shown as an extraordinary item in the profit and loss account for the

financial year 2012-13.

E. REVENUE RECOGNITION :

(a) Fees for Management of Issues and Placement of Securities, if any, are accounted for in accordance with the payment schedule

as agreed in Memorandum of Understanding entered into with the Issuer Companies or the Letter of Mandate accepted/signed by

them.

(b) Dividends and Interest on Debentures are accounted for as and when received.

(c) Service Charges for Fund Syndication, if any, are accounted for on completion of Syndication.

(d) All expenses are accounted for on an accrual basis, except statutory payments which are accounted for as and when paid.

F. TAXATION :

Provision for Income Tax, if any, is made after considering exemptions, deductions and allowances available as per the provisions of

the Income Tax Act, 1961.

.

SIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIES

NOTE 1 :


[ 29 ]

G. RETIREMENT GRATUITY BENEFITS :

Retirement benefits in the form of Gratuity is provided in the Profit and Loss Account. Gratuity Liability is a defined benefit/obligation

and in the current year such provision has been made on the basis of an actuarial valuation. Such actuarial valuation has been made on

the basis of Projected Unit Cost method

Provident Fund contribution is made to the Employees Provident Fund Scheme of the Government of India. The Company does not have

Superannuation Pension Plan since the same is covered by contributions to the Pension Scheme under Employees Provident Fund Act.

The Company has not made any investment in Plan Assets towards the Gratuity Liability.

H. SEGMENT REPORTING :

The Company has income from one segment only (Retail Mobilisation Services) and accordingly, AS 17 relating to segment reporting is

not applicable to the Company for the relevant year.

I. EARNINGS PER SHARE :

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any)

by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the

profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges

to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for

deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of

all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would

decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at

the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the pro-

ceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive poten-

tial equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity

shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

J. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS :

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of

past events and it is probable that there will be outflow of resources. Contingent Liabilities are not recognised, but are disclosed in the

notes. Contingent assets are neither recognised nor disclosed in the financial statements.

SIGNIFICANT ACCOUNTING POLICIESSIGNIFICANT ACCOUNTING POLICIES


[ 30 ]

NOTES FORMING PART OF THE BALANCE SHEET AND NOTES FORMING PART OF THE BALANCE SHEET AND

PROFIT AND LOSS ACCOUNTPROFIT AND LOSS ACCOUNT

The Previous Year figures have been regrouped/reclassified, wherever necessary to confirm to the Current Year Presentation

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

AUTHORI8ED SHARE CAPITAL

1,50,00,000 Equity Shares of `10/- each 150,000.00 150,000.00

6,00,030 Preference Shares of `80/- each 48,002.40 48,002.40

2,01,99,760 Unclassified Shares of `10/- each 201,997.60 201,997.60

400,000.00 400,000.00

ISSUED SHARE CAPITAL

90,50,286 (PY 90,50,286) Equity Shares of ̀ 10/- each 90,502.86 90,502.86

ISSUED, SUBSCRIBED AND PAID-UP

90,50,286 Equity Shares of `10/- each 90,502.86 90,502.86

Add : Share Forfeiture Accounts 85.00 85.00

90,587.86 90,587.86

RECONCILIATION OF NUMBER OF SHARES

Shares outstanding at the beginning of the Year 9050286 9050286

Shares outstanding at the end of the Year 9050286 9050286

List of Shareholders holding more than 5% of the Total Number of Shares Issued by the Company

Name of the Sharholder

As At

March 31, 2013

As At

March 31, 2012

No. of Shares % held No. of Shares % held

VCK Share & Stock Broking Services Limited 1218952 13.47 1218952 13.47

VCK Investments Private Limited 1392828 15.39 1392828 15.39

Reinhold Jungmann 750000 8.29 750000 8.29

DISCLOSURE OF RIGHTS

The Company has issued only one class of equity shares having a par value of `10/-. Each holder of equity shares is entitled to one vote per

share. Dividends, declared in Indian Rupees, and when proposed by the Board of Directors is subject to the approval of the shareholders at

the Annual General Meeting, except in the case of interim dividend, if any. In the event of liquidation of the Company, the holders of equity

shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held

by the share holders.

NOTE 2 : SHARE CAPITAL


[ 31 ]



NOTE 3 : RESERVES AND SURPLUS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Securities Premium Account 6,098.20 6,098.20

Debit Balance of Profit & Loss Account

Opening Balance (48,329.54) (47,271.98)

Add : Profit/(Loss) for the Year (11,503.53) (10,57.56)

(59,833.07) (48,329.54)

(53,734.87) (42,231.34)

NOTE 4 : LONG TERM BORROWINGS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Unsecured

Deposits 30.00 30.00

Loans and Advances from Related Parties 534.00 534.00

Other Loans and Advances 1,407.67 671.28

1,971.67 1,235.28

UNCLAIMED DEPOSIT

Against the amount lying under Unclaimed Public Deposit, an Investors Education and Protection Fund has been opened. The amount lying in

Investor Education and Protection Fund as on March 31, 2013 is ̀ 45,533/-

NOTE 5 : DEFERRED TAX LIABILITY

(`/000s)

As At

March 31, 2013 As At

March 31, 2012

Opening Deferred Tax Liability 877.55 880.03

Less : Deferred Tax Asset (Depreciation) (2.10) (18.45)

Add : Deferred Tax Liability (Gratuity) 21.32 15.98

19.22 (2.47)

896.77 877.56


[ 32 ]



NOTE 6 : LONG TERM PROVISION

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Provision for Gratuity 53.00 122.00

4,887.81 4,956.81

Provision for Doubtful Advance 164.81 164.81

Provision for NPA 4,670.00 4,670.00

NOTE 7 : OTHER CURRENT LIABILITIES

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Liabilities For Expenses 284.26 199.96

Tax at Source Payable 17.47 0.31

301.73 200.27

NOTE 8 : SHORT TERM PROVISIONS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Provision for Employee Benefits 4.50 --

4.50 --


[ 33 ]



NOTE 10 : NON-CURRENT INVESTMENTS

As At

March 31, 2012

As At

March 31, 2011

No. of

Shares

Amount

(`)

No. of

Shares

Amount

(`)

Other Investments

(Equity Shares of `10/- each fully paid-up except other-

wise stated)

QUOTED

ICICI Bank Limited 1 1.00 1 1.00

Credence Sound & Vision Limited 177,000 123.90 177,000 10,708.50

124.90 10,709.50

Aggregate Market Value 124.95 107.09

UNQUOTED

VCK Forex Services Private Limited 8,000 800.00 8,000 800.00

VCK Share & Stock Broking Services Limited 412,500 16,500.00 412,500 16,500.00

17,300.00 17,300.00

PREFERENCE SHARES

VCK Forex Services Private Limited 10,000 1,000.00 10,000 1,000.00

1,000.00 1,000.00

TOTAL 18,424.90 29,009.50

(`/000s)

Since the quoted investments are long term in nature, the Management is of the opinion that the amount to be realised in future would be

higher than the present market value. However, as a matter of prudent accounting, the diminution in the value of the investments has been

charged off in the accounts and has been shown as an extraordinary item in the profit and loss account for the financial year 2012-13

NOTE 9 : FIXED ASSETS

(`/000s)

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As At 31.03.2012

Additions Deductions As At 31.03.2013

As At 31.03.2012

For The Period

Deducation Adjust

As At 31.03.2013

As At 31.03.2013

As At 31.03.2012

TANGIBLE

Land 394.38 - - 394.38 - - - - 394.38 394.38

Buildings 653.41 - - 653.41 207.03 10.65 - 217.68 435.73 446.38

Plant & Machin-ery

2,314.78 - - 2,314.78 2,153.39 63.48 - 2,216.87 97.91 161.39

TOTAL 3,362.57 - - 3,362.57 2,360.43 74.13 - 2,434.55 928.01 1.002.15

Previous Year 6,095.26 - - 6,095.26 4,955.16 137.95 - 5,093.11 1,002.15


[ 34 ]



NOTE 11 : LONG TERM LOANS AND ADVANCES

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Unsecured Considered Good

Security Deposit 122.75 122.75

Other Loans 10,690.00 10,690.00

Advances to Related Party 7,034.60 7,034.60

Other Advances 763.02 762.52

18,610.37 18,609.87

1) Presently, the company is involved in Marketing of Mutual Fund .It is not involved in any NBFC activity. Therefore, in the opinion of the

management, relevant provision involving NBFC activity is not applicable.

2) Other loans includes `40,00,000/- (Previous Year `40,00,000/-) which is sub judice, and pending the final outcome of the claim pre-

ferred by the Company no additional write off/provisioning is considered necessary presently Other loan also includes an amount of

`66,90,001/- (Previous Year `66,90,001) due from another party, which is a related subject matter of the aforesaid sub judice loan

against which the Company has preferred a claim. Pending outcome of the sub judice claim no additional write off/provisioning is con-

sidered presently for this loan amount also. Against the said two loan amounts an aggregate amount of `46,70,000/- has already been

provided in the books.

3) Advances to related parties have been duly confirmed by the concerned related parties.

4) In the opinion of the Management, the long term loans and advances are stated at amounts which are fully recoverable.

NOTE 12 : OTHER NON CURRENT ASSETS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012


Long Term Trade Receivables Outstanding For More

Than 6 Months

6,483.24 6,483.24

6,483.24 6,483.24

Long term trade receivables includes `64,82,240/- due from a party, which is a related subject matter of the advance amount of

`40,00,000/- against which the Company has preferred a claim and the matter is sub judice presently. Pending outcome of such matter, no

additional write off/ provisioning is considered necessary against the long term trade receivable.


[ 35 ]



NOTE 13 : TRADE RECEIVABLES

(`/000s)

As At

March 31, 2013

As At

March 31, 2012


Trade Receivables -- 81.44

-- 81.44

NOTE 14 : CASH AND CASH EQUIVALENTS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Balances With Banks

With Schedule Bank in Current Account 339.00 305.09

Cash In Hand 0.80 5.61

339.80 310.70

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Deposits 45.53 --

(In Investor Education and Protection Fund)

129.15 129.54

Tax Deducted At Source 83.62 129.54

Certain balance lying in Dormant Banking Accounts aggregating to `2,48,569/- (Previous Year `2,48,569) has not been/adjusted/written

off, pending final outcome of the Appeal preferred by the Company against the erstwhile Bank of Rajasthan Limited (since taken over by

ICICI Bank Ltd)

NOTE 15 : OTHER CURRENT ASSETS


[ 36 ]



NOTE 16 : REVENUE FROM OPERATIONS

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Retail Mobilisation Services 1,001.37 2,051.39

Dividend (Gross) 0.02 16.21

1,001.39 2,067.60

NOTE 17 : OTHER INCOME

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Miscellaneous Income 200.00 33.20

Provision For Gratuity Written Back 69.00 --

269.00 33.20

NOTE 18 : EMPLOYEE BENEFIT EXPENSES

(`/000s)

As At

March 31, 2013

As At

March 31, 2012

Basic Salary 435.18 682.49

Newspaper, Books & Journals -- 3.59

784.89 1,145.85

Other Allowances 97.77 60.12

Leave Salary 12.87 14.79

Medical Allowance 10.52 48.22

Dress Allowance 66.22 21.39

Fixed Conveyance 18.97 100.38

Gratuity -- 11.45

House Rent Allowances 143.36 203.42


[ 37 ]



NOTE 19 : OTHER EXPENSES

(`/000s)

As At March 31, 2013

As At March 31, 2012

Advertisement 57.02 107.79

Annual Subscription -- 3.23

Auditor Expenses 0.15 0.46

Bank Charges 1.09 25.32

Business Promotion 14.85 -

Custodial Charges 33.71 33.09

Conveyance Expenses 3.10 2.84

Electric Charges 516.82 369.32

Employers Contribution EPF 18.82 25.44

Employers Contribution PF 9.01 12.28

ESI Paid 23.10 25.42

Filing Fees 6.75 8.12

General Charges 7.87 20.85

Brokerage Paid 79.15 320.10

Insurance Charges 2.26 42.58

Legal Charges -- 6.27

Listing Fees 160.11 187.93

Meeting Expenses 12.92 15.81

Amounts Written Off (Net) 1.82 --

Office Maintenance 3.75 0.85

Out of Pocket Expenses 14.20 18.50

PF Administration Charges 2.39 3.48

Postage and Telegraph 40.15 281.75

Printing and Stationery 38.90 55.08

Professional Fees 56.08 100.11

Professional Tax 2.50 2.79

Retainership Fees 23.37 58.07

Repair & Maintenance 112.40 81.28

Service Charges 40.45 39.71

Tax Audit & Audit Fees 25.34 24.51

Telephone Expenses -- 1.05

Trade Licence 3.00 3.00

1,311.08 1,877.03


[ 38 ]

NOTE 20 : CONTINGENT LIABILITIES

OTHER NOTESOTHER NOTES

(Amount in Rupees)

Sl. No. Particulars As On

March 31, 2013

As On

March 31, 2012

1. Contingent Liabilities (not provided for) in respect of Claims against the Com-

pany not acknowledged as Debts

NIL

NIL

The Company is contingently liable along with VCK Investments Private Limited for the Corporate Guarantee given to J.M. Financial Prod-

ucts Limited for the Term Loan Facility of `10,00,00,000/- (Rupees Ten Crores Only) (Previous Year `10,00,000,00/-) taken by VCK Share

& Stock Broking Services Ltd.

2. Estimated Amount of Contracts remaining to be executed on Capital Account

(Net of Advances)

NIL NIL

NOTE 21 : AMOUNT PAID TO AUDITORS’

(Amount in Rupees)

As At

March 31, 2013

As At

March 31, 2012

Audit Fees 25,337.00 24,513.00

25,337.00 24,513.00

22. Pursuant to the orders of the Hon'ble High Court dated June14,1999 and the Debts Recovery Tribunal -I Kolkata dated December

06,1999 no further amounts are payable by the Company to ICICI Bank Ltd (Formerly known as The Bank of Rajasthan Ltd) The

Hon’ble High Court vide its Order dated June 14, 1999 directed the Company to collect all balance lease rentals. The ICICI Bank Ltd

(Formerly Bank of Rajasthan Ltd) has filed an Appeal on February 21, 2000 challenging the Order dated June 14, 1999. No stay has

yet been obtained although the final result of the appeal is awaited. Therefore, in the opinion of the Management no Provision is con-

sidered necessary since no further amounts are payable by the Company to The Bank of Rajasthan Limited.

23. Balance of Sundry Debtors, Sundry Creditors, Deposits, certain Bank accounts and Advances are subject to confirmation and recon-

ciliation. However, in the opinion of the Management, the sundry debtors and loans and advances are considered good and recoverable.

24. No provision for current income tax (including Minimum Alternate Tax) has been made in view of the carried forward losses, including

unabsorbed depreciation.

25. Based on the information/documents available with the company, there are no dues to Micro, Small and Medium Enterprises as defined

in the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31, 2013.

26. Impairment/loss of Assets – Since the Company does not have any significant assets other than freehold Land, the provisions of AS 28

relating to impairment Assets is not applicable for the relevant year. Also, in the opinion of the Management, the current assets, loans

and advances are fully recoverable and no losses are anticipated.

27. Since investments in shares are securities are not considered as goods, quantitative information thereof are not given.

28. There have been no earnings or expenses in Foreign Currency during the relevant year.


[ 39 ]

NOTE 29 : BASIC AND DILUTED EARNINGS PER SHARE


2012-13 2011-12

A-BASIC

i) Number of Equity Shares at the beginning of the year 9050286 9050286

ii) Number of Equity Shares at the end of the year 9050286 9050286

iii) Weighted Average Number of Shares during the year 9050286 9050286

iv) Face Value of each Equity Share (`) 10 10

v) Profit after Tax Available for Equity Shareholders (̀ ’000) (11,503.52) 1057.56

vi) Basic Earnings per share (`) (v/iii) (1.27) (0.12)

B-DILUTED

i) Number of Dilutive Potential Shares Nil Nil

ii) Diluted Earnings per share (`) (Same as A vi above) (1.27) (0.12)

NOTE 30 : STATEMENT OF GRATUITY LIABILITY

STATUS OF GRATUITY

Particulars As At

March 31, 2013

ASSUMPTIONS

Discount Rate Per Annum Compunded 8.30%

Expected Rate of Increase in Salary 5.00%

Average Future Service 20.80

Retirement Age 58 Years

NET ASSET / (LIABILITY) TO BE RECOGNISED IN BALANCE SHEET AS PER ACTUARIAL CALCULATIONS

`/Lacs

FUNDED STATUS

Present Value of Defined Benefit Obligation 0.53

Fair Value of Plan Assets 0.00

Funded Status (Surplus/Deficit) 0.53

Unrecognized Past Service Costs 0.00

Net Asset / (Liability) recognized in Balance Sheet as per actuarial calculations 0.53

NET ASSET / (LIABILITY) RECOGNISED IN BALANCE SHEET

`/Lacs

Obligations at the Beginning of the Year 1.22

Total Employer Cost (Net) Written Back (0.69)

Obligations at the End of the Year 0.53


[ 40 ]

NOTE 31 : RELATED PARTY DISCLOSURE


Details of Transactions with Related Parties as per AS 18 :

1. Individuals Exercising Significant Influence Mr. Madhukar V. Kampani, Chairman

Mr. Samir Kothari, Managing Director

Mr. Hemal Kampani, Director

2. Relatives of the above None Associated with the Company.

Mr. Hemal Kampani is the son of Mr. Madfhukar V. Kam-

pani

3. Entities in which persons listed in 1 and 2 exercise significant influ-

ence

VCK Share & Stock Broking Services Limited

VCK Commodity Services Private Limited

VCK Forex Services Private Limited

VCK Investments Private Limited

:

:

:

Note : Related Party Relationship are as identified by the Management and relied upon by the Auditors’

TRANSACTIONS WITH RELATED PARTIES (`’000s)

Individuals and

Relatives Exercis-

ing Significant

Influence

VCK Share &

Stock Broking

Services Lim-

ited

VCK Commodity

Services Private

Limited

VCK Forex Ser-

vices Private

Limited

VCK Invest-

ments Private

Limited

Income Nil Nil Nil Nil Nil

Expenses Nil Nil Nil Nil Nil

Others Nil Nil Nil Nil Nil

Balances Outstanding at the Year End

Loans and Advances Payable Nil 733.95 534.00 Nil Nil

Loans and Advances Receivables Nil Nil Nil 243.96 6,790.64

Corporate Guarantees Given (show as Contingent

Liability)

Nil 100,000.00 Nil Nil Nil

32. Previous year’s figures have been regrouped and rearranged wherever necessary.

33. Figures have been rounded off to the nearest thousand rupees.











[ 41 ]

CASH FLOW STATEMENT AS AT MARCH 31, 2013CASH FLOW STATEMENT AS AT MARCH 31, 2013

(`/000s)

31.03.2013 31.03.2012

A) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax And Extra-Ordinary Items (899.71) (1,060.03)

Add : Adjustments For

Depreciation 74.13 137.95

Dividend Income on Investment (0.02) (16.21)

Operating Profit Before Working Capital Changes (825.60) (938.29)

Add : Adjustment For Changes in Working Capital

Receivables 81.33 385.66

Inventories -- --

Trade Payables and Provisions 773.35 321.39

Current Liabilities -- --

Preliminary Expenses -- --

Cash (Used In) / Generated From Operating Activities 29.08 (231.24)

Income Tax Payment -- --

Net Cash (Used In) / Generated from Operating Activities 29.08 (231.24)

B) CASH FLOW FROM INVESTING ACTIVITIES

Dividend Received 0.02 16.21

Net Cash (Used In) / Generated From Investing Activities 0.02 16.21

C) CASH FLOW FROM FINANCING ACTIVITIES

Net Cash (Used In) / Generated From Financing Activities -- --

Net Increase In Cash and Cash Equivalents 29.10 (215.03)

Operating Cash and Cash Equivalents 310.70 525.73

Closing Cash and Cash Equivalents 339.80 310.70

See Accompanying Notes Forming Part Of The Financial Statements










AUDITORS’ REPORT

We have verified the above Cash Flow Statement of VCK CAPITAL MARKET SERVICES LIMITED derived from the Audited Annual Financial Statement for the year ended

March 31, 2013. The statement has been prepared by the Company pursuant to Clause 32 of Listing Agreement with Stock Exchanges and the reallocation required for the

purpose are as made by the Company.

Place : Kolkata Dated : May 28, 2013

S. RAMANAND AIYAR & CO., Chartered Accountants R. K. VENKATESAN Partner, Membership No. 52145 Registration No. 000990N


THIS

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[ 43 ]

VCK CAPITAL MARKET SERVICES LIMITED Registered Off. : “Duckback House”, 41, Shakespeare Sarani, Kolkata - 700017

PROXY FORMPROXY FORM

Folio No. ……………………….

I/We .……………………………….………………………………………………………………being a Member/Members of ……..………...………………………...…………………

………………………… hereby appoint …….……………………...………………………………………………………………………………………… of …...…..……………………

………………………………………….… ……………….. or failing him …...……………..…………………...………………………… ………………………………………………………...

as my/our proxy to vote for me/us on my/our behalf at the THIRTIETH ANNUAL GENERAL MEETING of the Company to be held on Tuesday, August 06,

2013 at 11.00 a.m. and at any adjournment thereof at Bharatiya Bhasha Parishad, 36A, Shakespeare Sarani, Kolkata - 700017.

Signed this ………………… day of ……………………………., 2013

Name ……....…………………………………………………………….

Address .…….……………………………………………………………

...…………….……………………………………………………………

……………………………………………...…...……… Signature ……………..…….………...………………..

NOTE : NOTE : Proxy Forms must reach the Company’s Registered Office not less than 48 hours before the commencement of the Meeting.Proxy Forms must reach the Company’s Registered Office not less than 48 hours before the commencement of the Meeting.

----------------------�-------------------- TEAR HERE -----------------�---------------

VCK CAPITAL MARKET SERVICES LIMITED Registered Off. : “Duckback House”, 41, Shakespeare Sarani, Kolkata - 700017

ATTENDANCE SLIPATTENDANCE SLIP

To be handed over at the Entrance of the Meeting Hall

Name of the Attending Member ………………………………………………………………………………………………………

[In Block Letters]

Folio No. ……………………….

Name of Proxy [In Block Letters] ……………………..…………………………………………………………………………………

[To be filled in if the Proxy attends instead of the Member]

No. of Shares held ……………………….…..………………………………………………………………………………………….

I hereby record my presence at the THIRTIETH ANNUAL GENERAL MEETING of the Company held at the Bharatiya Bhasha Parishad, 36A, Shakespeare

Sarani, Kolkata - 700017 on Tuesday, August 06, 2013 at 11.00 a.m.

Members/Proxy’s Signature

[To be signed at the time of handing over this Slip]

NOTE : NOTE : PLEASE BRING YOUR COPY OF THE ANNUAL REPORT AT THE MEETING HALL. COPIES OF THE REPORT WILL NOT BE DISTRIBUTED/PLEASE BRING YOUR COPY OF THE ANNUAL REPORT AT THE MEETING HALL. COPIES OF THE REPORT WILL NOT BE DISTRIBUTED/AVAILABLE AT THE MEETING.AVAILABLE AT THE MEETING.


If undelivered, please return to :

VCK CAPITAL MARKET SERVICES LIMITED “Duckback House”, 41, Shakespeare Sarani, Kolkata - 700017