Directors Report of Shrydus Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their FORTY SECOND ANNUAL REPORT of the Company
together with Audited Statement of Accounts for the year ended MARCH 31, 2025.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as under: (Rs. In Lakhs)

	Standalone		Consolidated
Particulars	FOR THE YEAR ENDED		FOR THE YEAR ENDED
Particulars	31-MAR-2025	31-MAR-2024	31-MAR- 2025	31-MAR- 2024
Income From Operations	451.25	945.45	3980.66	945.45
Other Income	-	-	-	-
Total Income	451.25	945.45	3980.66	945.45
Expenses [ExceptDepreciation Expenses]	377.45	893.00	3153.76	893.00
PROFIT / (LOSS) BEFORE DEPRECIATION, AMORTISATION AND TAXATION	73.8	52.46	826.90	52.46
Provision For Depreciation	0.06	-	0.06	-
Add/(Less) : Prior Period Adjustments (Net)	-	-	-	-
PROFIT / (LOSS) BEFORE TAX	73.74	52.46	826.83	52.46
Provision For Fringe Benefit Tax			-	-
Less: Current Tax		-	-	-
Add : Deferred Tax Liability Written Back	0.33	-	0.33	-
PROFIT / (LOSS) BEFORE EXTRAÂ¬ ORDINARY ITEMS [NET OF TAX EXPENSES]	73.41	52.46	826.50	52.46
Less : Extra-Ordinary Items [Net of Tax Expenses]	-	-	-	-
PROFIT / (LOSS) AFTER TAX	73.41	52.46	826.50	52.46
PAID-UP SHARE CAPITAL	3202.26	1201.38	3202.26	1201.38

OPERATING & FINANCING PERFORMANCE

The Income from Operations stood at Rs. 451.25 Lakhs compare to the previous financial year Rs.
945.45 Lakhs. The Company is exploring other modes of revenue to maximize returns to the
Shareholders.

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

The Company does not have any profit during the Financial Year. The Board of Directors have
considered it prudent not to recommend any dividend for the Financial Year under review.

TRANSFER TO RESERVE

The Company does not transfer any fund to reserve and surplus during the year under review.
CAPITAL STRUCTURE

During the year, upon right issue of equity shares, the Board has allotted 2,00,08,810/- Equity shares
There has been changes in the Capital Base of the Company, which comprises of 32,02,25,960 Equity
Shares of Rs. 10/- each.

During the year the company has not issued shares with differential voting rights nor has granted any
stock options or sweat equity shares. As on March 31, 2025, none of the Directors of the Company
hold instruments convertible into Equity Shares of the Company.

SUBSIDIARY / IOINT VENTURES / ASSOCIATES

Roopyaa General Trading Co. LLC is the subsidiary Company of Shrydus Industries Limited
incorporated in UAE.

EXTRACTS OF ANNUAL RETURN

As required under Section 134(3)(a) & Section 92(3) of the Act, the Annual Return is put up on the
Company''s website and can be accessed at www.shrydus.com & Extracts of the Annual return in form

MGT 9 for the Financial Year 2024-25 is uploaded on the website of the Company and can be accessed
at www.shrydus.com.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

- in the preparation of Annual Accounts, the applicable accounting standard have 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, 2025 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 assets of the
Company and preventing and detecting fraud.

The Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2025 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

The composition of the Board consists of the following persons:

Key Managerial Personnel

(1) Shrey Premal Parekh - Managing Director

(2) Premal Shailesh Parekh - Chief Financial Officer

(3) Devang Doshi - Company Secretary

Non- Executive, Non-Independent Director

1) Mr. Ashok Chaganlal Thakkar
Executive Director
1) Neha Premal Parekh
Non-Executive, Independent Directors

(1) Mr. Samir Kothari

(2) Mrs. Rashmi Anil Shah

(3) Mr. Bhavya Sudhir Shah

(4) Mr. Nagbhushan Rao

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of
Association, Mrs. Neha Premal Parekh, 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-appointment form part of the Notice of the Annual General Meeting.

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013. During the year, 09 (Nine) Board Meetings were held on the following dates:

(i) 07^th May, 2024

(ii) 28^th May, 2024

(iii) 08^th July, 2024

(iv) 05^th September, 2024

(v) 07^th October, 2024

(vi) 16^th December, 2024

(vii) 01^st February, 2025

(viii) 14^th February, 2025

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

Name of the Directors	Category	No. of Meetings
Name of the Directors	Category	Held	Attended
Shrey Premal Parekh	Executive	08	08
Neha Premal Parekh	Executive, Non-Independent	08	08
Mital Amish Shah (Resigned on	Non-Executive,	08	03
05^th September, 2024)	Non -Independent	08	03

Bhavya Sudhir Shah (Appointed on 08^th July, 2024)	Non-Executive, Independent	08	06
Samir Kothari	Non-Executive, Independent	08	08
Rashmi Anil Salvi	Non-Executive, Independent	08	08
Ashok Chaganlal Thakkar (Appointed on 05^th September, 2024)	Non-Executive, NonÂ¬ Independent	05	05
Nagbhushan Rao	Non-Executive, Independent	08	08

INDEPENDENT DIRECTORSâ MEETING

During the year under review, the Independent Directors met on October 07, 2024, 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 DIRECTORSâ

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 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

AUDITORS'' AND AUDITORS'' REPORT
Statutory Auditors

Rajesh Kumar Gupta and Associates, Chartered Accountant was appointed as the statutory auditor of
the company.

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

Secretarial Audit

The Board has appointed M/s. Pimple & Associates, Practicing Company Secretaries, 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 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is annexed
herewith and marked as Annexure - âI'' to this Report.

COMMITTEES OF THE BOARD

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

[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 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

During the year under review, the Audit Committee met 4 (Four) times to deliberate on the
various matters. The Meetings were held May 28, 2024, August 13, 2024, September 05, 2024,
October 17, 2024 and February 14, 2025.

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

		No. of Meetings
Name of the Directors	Category	Held	Attende d
Samir Kothari	Chairman, Non-Executive, Independent	4	4
Shrey Premal Parekh	Executive, Non-	4	4

	Independent
Rashmi Anil Salvi	Non- Executive, Independent	4	4

(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 3 (Three) Members of the Nomination and Remuneration Committee, in
which two Directors are Non-Executive Directors Independent Directors and one is Non
Executive-, Non Independent.

During the year under review, the Nomination and Remuneration Committee met twice in
order to appoint to deliberate on the various matters. The Meeting was held on May 28, 2024
and September 05, 2024.

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

		No. of Meetings
Name of the Directors	Category	Held	Attende d
Samir Kothari	Chairman, Non-Executive, Independent	2	2

Ashok Chaganlal Thakkar	Non-Executive, Non - Independent	1	1
Rashmi Anil Salvi	Non-Executive, Independent	2	2

Remuneration Policy, Details of Remuneration and Other T erms of Appointment of Directors.

The Board has, on the recommendation of the Nomination 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

Pursuant to the resolution passed at the Board Meeting held:

- 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.

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee of
the Company pursuant to Section 178 of the Companies Act, 2013. At present, there are 3
(Three) Members of the Stakeholder''s Relationship Committee, in which Two Directors are
Non-Executive Independent Director and One is Executive Director.

The meeting of Stakeholder''s was held on28th May 2024 and 05^th September, 2024.

During the year under review, the Stakeholders Relationship and Grievance Committee met
twice in order to take on note the Share Transfer / Transmission / Demat of Shares / SubÂ¬
Division as intimated by the RTA of the Company.

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

		No. of Meetings
Name of the Directors	Category	Held	Attend ed
Rashmi Anil Salvi	Chairman, Non-Executive, Independent Director	2	2
Samir Kothari	Non-Executive, Independent Director	2	2
Neha Premal Parekh	Executive, Non -Independent Director	2	2

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

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

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.

ORDERS PASSED BY THE REGULATORS

There have 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 have been no cases lodged under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required 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 OUT-GO

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

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

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2 014.

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

PARTICULARS OF LOAN GIVEN. INVESTMENTS MADE. GUARANTEES AND SECURITIES
PROVIDED

No loan given, investment made, guarantee given and security provided during the Financial Year
under Report.

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 has 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. A copy of
Certificate of Compliance thereof is annexed herewith and marked as Annexure - âHP.

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.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

According to SEBI (Listing Obligations and Disclosure Requirements), 2015, Regulation 27(2) is
applicable for the Company during this Financial Year 2024-25. Therefore, the Corporate Governance
Report is attached as Annexure - âIV''

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.

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

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements
formulated by Securities and Exchange Board of India (SEBI), the CEO/CFO certification has been
submitted to the Board and a copy thereof is annexed herewith and marked as Annexure - âV''

ACKNOWLEDGEMENT

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.

BY ORDER OF THE BOARD

FOR SHRYDUS INDUSTRIES LIMITED

FORMERLY KNOWN AS VCK CAPITAL MARKET SERVICES LIMITED
SD/-

SHREY PAREKH
MANAGING DIRECTOR
DIN:08513653

REGISTERED OFFICE

M/s. Mangalam Housing Development Finance Limited, 24 & 26 Hemanta Basu Sarani,

R.N. Mukherjee Road Kolkata-700001, West Bengal

Dated: 04/ 09/2025

Mar 31, 2024

Your Directors have pleasure in presenting their FORTY FIRST ANNUAL REPORT of the Company together with Audited Statement of Accounts for the year ended MARCH 31, 2024.

FINANCIAL HIGHLIGHTS

The highlights of the Financial Results are as under:

(Rs. In Lakhs)
Particulars	FOR THE YEAR ENDED
Particulars	31-MAR-2024	31-MAR-2023
Income From Operations	945.45	928.93
Other Income	-	2.35
Total Income	945.45	931.28
Expenses [Except Depreciation Expenses]	893.00	902.36
PROFIT / (LOSS) BEFORE DEPRECIATION, AMORTISATION AND TAXATION	52.46	28.92
Provision For Depreciation	-	-
Add/(Less) : Prior Period Adjustments (Net)
PROFIT / (LOSS) BEFORE TAX	52.46	28.92
Provision For Fringe Benefit Tax	--	--
Less: Current Tax	--	(1.00)
Add : Deferred Tax Liability Written Back	--	--
PROFIT / (LOSS) BEFORE EXTRAORDINARY ITEMS [NET OF TAX EXPENSES]	52.46	29.92
Less : Extra-Ordinary Items [Net of Tax Expenses]	-	-
PROFIT / (LOSS) AFTER TAX	52.46	29.92
PAID-UP SHARE CAPITAL	1200.53	965.03O

OPERATING & FINANCING PERFORMANCE

There was a rise in the Operating Income of the Company during the year under review. The Income from Operations stood at Rs. 945.45 Lakhs compare to the previous financial year Rs. 928.93 Lakhs. The Company is exploring other modes of revenue to maximize returns to the Shareholders.

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

In view of the Company does not carry out any business activities, the Board of Directors have considered it prudent not to recommend any dividend for the Financial 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, upon conversion of warrants into equity shares , the Board has allotted 23,55,000/-Equity shares on Preferential basis. There has been changes in the Capital Base of the Company, which comprises of 1,20,13,786 Equity Shares of Rs. 10/- each.

During the year the company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

SUBSIDIARY / IOINT VENTURES / ASSOCIATES

The company has no Subsidiary/ Joint Ventures/ Associates.

EXTRACTS OF ANNUAL RETURN

As required under Section 134(3)(a) & Section 92(3) of the Act, the Annual Return is put up on the Company''s website and can be accessed at www.shrvdus.com & Extracts of the Annual return in form

MGT 9 for the Financial Year 2023-24 is uploaded on the website of the Company and can be accessed at www.shrydus.com

DIRECTORS'' RESPONSIBILITY STATEMENT

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

- in the preparation of Annual Accounts, the applicable accounting standard have 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, 2024 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 assets of the Company and preventing and detecting fraud.

The Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2024 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

The composition of the Board consists of the following persons:

Key Managerial Personnel

(1) Shrey Premal Parekh - Managing Director

(2) Premal Shailesh Parekh - Chief Financial Officer

(3) Devang Doshi - Company Secretary

Non- Executive, Non-Independent Director

1) Mrs. Mital Amish Shah Executive Director 1) Neha Premal Parekh Non-Executive, Independent Directors

(1) Mr. Samir Kothari

(2) Mrs. Rashmi Anil Salvi

(3) Mr. Nagbhushan Rao

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Neha Premal Parekh, 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-appointment form part of the Notice of the Annual General Meeting.

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year, 13 (Thirteen) Board Meetings were held on the following dates:

(i) April 07, 2023

(ii) April 11, 2023

(iii) May 16, 2023

(iv) May 18, 2023

(v) May 19, 2023

(vi) May 23, 2023

(vii) May 26, 2023

(viii) June 01, 2023

(ix) July 29, 2023

(x) September 07, 2023

(xi) November 09, 2023

(xii) February 09, 2024

(xiii) March 28, 2024

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

Name of the Directors	Category	No. of Meetings
Name of the Directors	Category	Held	Attended
Shrey Premal Parekh	Executive	13	13
Neha Premal Parekh	Executive, Non-Independent	13	13
Nag Bhushan Rao	Non-Executive, Independent	13	13
Mital Amish Shah	Non-Executive, Non -Independent	13	13
Samir Kothari (Appointed on September 07, 2023)	Non-Executive, Independent	4	4
Rashmi Anil Salvi (Appointed on March, 28, 2024)	Non-Executive, Independent	1	1

INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent Directors met on November 07, 2023 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS'' AND AUDITORS'' REPORT Statutory Auditors

KIRAN & PRADIP ASSOCIATES , Chartered Accountant was appointed as the statutory auditor of the company.

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

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

During the Year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Audit

The Board has appointed M/s. Pimple & Associates, Practicing Company Secretaries, 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 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith and marked as Annexure - âI'' to this Report.

COMMITTEES OF THE BOARD

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

[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 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

During the year under review, the Audit Committee met 4 (Four) times to deliberate on the various matters. The Meetings were held on May 18, 2023, July 29, 2023, November 09, 2023 and February 09, 2024.

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

Name of the Directors	Category	No. of Meetings
Name of the Directors	Category	Held	Attende d
Samir Kothari	Chairman, Non-Executive, Independent	5	3
Shrey Premal Parekh	Executive, NonIndependent	5	5
Nag Bhushan Rao	Non- Executive, Independent	5	5
Rashmi Anil Salvi	Non- Executive, Independent	5	0

(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 3 (Three) Members of the Nomination and Remuneration Committee, in which all three Directors are Non-Executive Directors Independent Director.

During the year under review, the Nomination and Remuneration Committee met once in order to appoint to deliberate on the various matters. The Meeting was held on September 07, 2023.

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

Name of the Directors	Category	No. of Meetings
Name of the Directors	Category	Held	Attende d
Samir Kothari	Chairman, Non-Executive, Independent	1	1
Nagbhushan Rao	Non-Executive, Independent	1	1
Mital Amish Shah	Non-Executive, Non -Independent	1	1
Rashmi Anil Salvi	Non-Executive, Independent	0	0

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.

The Board has, on the recommendation of the Nomination 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

Pursuant to the resolution passed at the Board Meeting held:

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.

(c) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee of the Company pursuant to Section 178 of the Companies Act, 2013. At present, there are 3 (Three) Members of the Stakeholder''s Relationship Committee, in which Two Directors are Non-Executive Independent Director and One is Executive Director.

The meeting of Stakeholderâs was held on 29^th July, 2023.

During the year under review, the Stakeholders Relationship and Grievance Committee met once in order to take on note the Share Transfer / Transmission / Demat of Shares / SubDivision as intimated by the RTA of the Company.

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

Name of the Directors	Category	No. of Meetings
Name of the Directors	Category	Held	Attend ed
Rashmi Anil Salvi	Chairman, Non-Executive, Independent Director	0	0
Nagbhushan Rao	Non-Executive, Independent Director	1	1
Mital Amish Shah	Non-Executive, Non -Independent Director	1	1
Neha Premal Parekh	Executive, Non-Independent Director	1	1
Samir Kothari	Non-Executive, Independent Director	0	0

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

access to the Chairman of the Audit Committee in exceptional cases. Pursuant to the requirements of the Act, the Company has established vigil mechanism for its Directors and Employees under the supervision of Audit Committee. A Whistle Blower Policy setting out the vigil mechanism is already in place in your Company.

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:

- Staving 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.

ORDERS PASSED BY THE REGULATORS

There have 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 have been no cases lodged under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required 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 OUT GO

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

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as Annexure - "IIâ and form part of this report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

However, the details of the transactions with the Related Party are provided in the Companyâs financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES PROVIDED

No loan given, investment made, guarantee given and security provided during the Financial Year under Report.

DEPOSITORY SYSTEM

As the Members are aware, your Companyâs 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.

The Board of Directors has 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. A copy of Certificate of Compliance thereof is annexed herewith and marked as Annexure - âIII''.

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.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

According to SEBI (Listing Obligations and Disclosure Requirements), 2015, Regulation 27(2) is applicable for the Company during this Financial Year 2023-24. Therefore, the Corporate Governance Report is attached as Annexure - âIV''

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.

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

As required under Regulation 17(8) of the Listing Obligations and Disclosures Requirements formulated by Securities and Exchange Board of India (SEBI), the CEO/CFO certification has been submitted to the Board and a copy thereof is annexed herewith and marked as Annexure - âV''

ACKNOWLEDGEMENT

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.

FOR SHRYDUS INDUSTRIES LIMITED

FORMERLY KNOWN AS VCK CAPITAL MARKET SERVICES LIMITED SD/-

SHREY PAREKH MANAGING DIRECTOR DIN:08513653

REGISTERED OFFICE

M/s. Mangalam Housing Development Finance Limited, 24 & 26 Hemanta Basu Sarani, R.N. Mukherjee Road Kolkata-700001, West Bengal

Dated: 08/07/2024

Mar 31, 2015

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

Mar 31, 2014

Dear Members,

The Directors presents the Thirty First Annual Report and the Audited Accounts for the year ended March 31, 2014

FINANCIAL RESULTS

The highlights of the Financial Results are as under :

PARTICULARS For The Year Ended [Rs./000] 31.03.2014 31.03.2013

Income From Operations 177.86 1,001.39

Profit/(Loss) Before Depreciation, Amortisation & Taxation (1,375.65) (825.58)

Provision For Depreciation 120.60 74.13

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

Profit/(Loss) Before Tax (1,496.25) (899.71)

Provision for Fringe Benefit Tax -- --

Add : Deferred Tax Liability Written Back 19.38 19.22

Profit/(Loss) Before Extraordinary Items (Net of Tax Expenses) (1,476.87) (918.93)

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

Profit/(Loss) After Tax (1,476.87) (11,503.53)

Paid-up Share Capital 90,587.86 90,587.86

OPERATIONS AND FUTURE OUTLOOK Investment Banking & Retail Mobilisation 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 lead- ing lights of Indian Corporates are declaring losses, which are un- precedented 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 which reflects in Mutual Funds and investment into Equity by retail investors.

While I write this, I am not aware, though the intention is been to see that these Retail Investors start participating and diverting their sav- ings into investment in Mutual Funds and Equity, which can be benefi- cial to your Company.

Our efforts to rejuvenate our Sister Company''s Branches now since Government is keen on reviving this business, but, we would know their commitment towards the same only after the policies are de- clared for the future. At least in the time being, we are hopeful.

The stock market as of last 1Â½ month now is doing well, and combined with the good policies, we can look for a better future in the coming years.

VCK FIXED DEPOSIT SCHEMES

As reported earlier the Company continued honouring all its obliga- tions regarding Fixed Deposit repayments on maturity including inter- est thereon.

Information as per Non-Banking Finance Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998 as on March 31, 2014 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, 2014 is Rs.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 Rs.10/- each.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Hemal Kampani, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer for re-appointment.

As per the provision of Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and not be liable to retire by rotation. Accordingly, Sri. Madhukar M. Bhagat, Sri. A. V. Iyengar, Sri. Prafull Pranjivan Shah and Sri. Pradip Belawala, Directors of the Company, being eligible, offer themselves for ap- pointment as Independent Directors on the Board of the Company. Resolutions proposing appointment of Independent Directors forms part of the Notice of the AGM.

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.

On April 02, 2014, our beloved Chairman, Sri. Madhukar Kampani left for his heavenly abode, which came as a shock to your Company. Sri. Madhukar Kampani had been a constant source of inspiration and a positive person. We are unfortunate to have lost him on his death. Your Directors are truly grieved by his demise.

AUDITORS

M/s. S. Ramanand Aiyar & Co., Chartered Accountants, of Kolkata will retire as Statutory Auditors at the conclusion of the forthcoming An- nual General Meeting of the Company and being eligible offer them- selves 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 Gen- eral Meeting to be held after this meeting, subject to ratification at every Annual General Meeting.

AUDIT OBSERVATIONS

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

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradable com- pulsorily 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 PARTICU- LARS 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, technology, absorption and foreign exchange earning and outgo are not applica- ble 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 t o material departures;

- the Directors had selected such accounting policies and applied t hem consistently and made judgments and estimates t hat are reason- able and prudent so as to give t rue and fair view of the state of affairs of the Company at the end of Financial Year March 31, 2014 and the Profit or Loss of the Company for the period;

- the Direct ors had taken proper and Sufficient care for the main- tenance 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 ir- regularities;

- the Directors had prepared the Annual Accounts for the Financial Year Ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE

As required by the listing Agreement with the Stock Exchanges, re- ports on Corporate Governance and Management Discussion & Analy- sis Report, as approved by the Board together with a certificate from a practicing Company Secretary are set out in the annexure forming a 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 wit h the Company for their continued support dur- ing the year. Your Directors also wish to place on record their appre- ciation for the dedication and commitment of the Employees at all levels.

On behalf of the Board of Directors Hemal Kampani Chairman

Place : Kolkata Dated : June 27, 2014

Mar 31, 2013

The 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 [Rs./000] 31.03.2013 31.03.2012

Income From Operations 1,001.37 2,051.39

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

Provision For Depreciation 74.13 137.95

Add/Less : Prior Period Adjustments (Net)

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

Provision for Fringe Benefit Tax

Add : Deferred Tax Liability Written Back 19.22 2.47

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

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

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

Paid-up Share Capital 90,587.86 90,587.86

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 Rs.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 Rs.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

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

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

Dated : June 28, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report and the Audited Accounts for the year ended March 31, 2012

FINANCIAL RESULTS The highlights of the Financial Results are as under:

PARTICULARS For The Year Ended

Rs./Lacs] 31.03.2012 31.03.2011

Income From Operations 20.51 18.36 Profit/(Loss) Before Depreciation, Amortisation & Taxation (9.23) (1.38)

Provision For Depreciation 1.38 2.02

Add/Less : Prior Period Adjustments (Net) -- (0.03)

Profit/(Loss) Before Tax (10.61) (3.43)

Provision for Fringe Benefit Tax -- --

Add: Deferred Tax Liability Written Back 0.03 0.19

Profit/(Loss) Before Extraordinary Items (Net of Tax Expenses) (10.58) (3.24)

Less: Extraordinary Items (Net of Tax Expenses) -- (8.10)

Profit/(Loss) After Tax (10.58) (11.34)

Paid-up Share Capital 905.88 905.88

OPERATIONS AND FUTURE OUTLOOK

Investment Banking & Retail Mobilization

Retail Mobilization has been our focus. VCK Share & Stock Broking Services Limited our Group Company has expanded its reach to 150 locations and we are trying to see that those locations are trained to contribute to Mutual Fund Business also. Our market is very competitive and it requires innovative ways to ensure margin and profitability which we are trying hard, and we are also motivating the workforce to think in the same direction and raise profit- ability. In terms of operational activities we are taking all initiatives for greater business mobilization and revenue generation.

VCK FIXED DEPOSIT SCHEMES

As reported earlier the Company continued honoring 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, 2012 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, 2012 Is Rs. 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 Rs.10/-each .

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association Mr. Mad- hukarManilal Bhagatand Mr. Aravamudhan Viji Iyengar, 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.

AUDITORS

M/s. R. K. Venkatesan & Co., Chartered Accountants, the retiring Statutory Auditors of the Company have resigned from the Auditor ship of the Company. M/s. S. Raman and Aiyar& Co., Chartered Accountants have consentedtoact as the Statutory Auditors of the Company and have also furnished the Certificate under Section 224(1B) of the Companies Act, 1956 that their appointment as the Auditors' of the Company, if made, shall be within the permissible limit of the said Act. Members are requested to consider the appointment for the Financial Year 2012-2013.

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 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.

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 any manufacturing activities, the provisions of Section 217(l)(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, technology, 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 had been followed along with proper explanation relating to material departure.

- the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2012 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 assets of the Company and preventing and detecting fraud and other irregularities.

- the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2012, 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 Boa rd together with a certificate from a practicing Company Secretary are set out in the annexure forming a part of this report.

LISTING

Your Company's shares are listed at BSE Limited and The Calcutta Stock Exchange Limited. The Equity Shares of the Company have been delisted from Vadodara Stock Exchange Limited vide letter No. VSE/DELISTING/2011/010 dated December 08, 2011 and Ahmadabad Stock Exchange Limited vide letter No. ASEL/2011-12/66h dated November 23, 2011. However, delisting Application with The Calcutta Stock Exchange Limited is 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

Dated: June 26, 2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report and the Audited Accounts for the year ended March 31, 2011

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

PARTICULARS For The Year Ended (Rs./Lacs)

31.03.2011 31.03.2010

Income From Operations 18.36 15.50

Profit/(Loss) Before Depreciation, Amortisation & Taxation (13.00) (21.69)

Provision For Depreciation 2.02 2.08

Add/Less : Prior Period Adjustments (Net) (0.02) (2.65)

Profit/(Loss) Before Tax (11.50) (26.42)

Provision for Fringe Benefit Tax - -

Add : Deferred Tax Liability Written Back 0.19 0.42

Profit/(Loss) After Tax (11.33) (26.00)

Paid-up Share Capital 905.88 905.88

OPERATIONS AND FUTURE OUTLOOK

Investment Banking & Retail Mobilisation

Retail Mobilisation has been our focus. VCK Share & Stock Broking Services Limited our Group Company has expanded its reach to 120 locations and we are trying to see that those locations are trained to contribute to Mu- tual Fund Business also. Our market is very competitive and it requires innovative ways to ensure margin and profitability which we are trying hard, and we are also motivating the workforce to think in the same direction and raise profitability. In terms of operational activities we are taking all initiatives for greater business mobiliza- tion and revenue generation.

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 Ac- ceptance of Public Deposits (Reserve Bank) Directions, 1998 as on 31st March, 2011 is furnished below :

PARTICULARS 2010-11 2009-10

No. of Unclaimed Deposits 9 9

Amount of Unclaimed Deposits Rs. 30,000/- Rs. 30,000/-

CAPITAL STRUCTURE

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

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Company's Articles of Association Mr. Samir Kothari and Mr. Narendra L. Kapadia, 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 form- ing part of this Annual Report.

AUDITORS

M/s. R. K. Venkatesan & Co., Chartered Accountants 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 re- appointment for the Financial Year 2011-2012.

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 com- pany has established connectivity with both the deposi- tories 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 demate- rialization of the company's shares on either of the afore- said Depositories.

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Since the Company does not carry any manufacturing activities, the provisions of Section 217(1)(e) of the Com- panies Act, 1956 read with Companies (Disclosure of Par- ticulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology, ab- sorption and foreign exchange earning and outgo are not applicable to your Company. There are no foreign ex- change earnings and outgo during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) introduced by the Compa- nies (Amendment) Act, 2000, your Directors state that :

-in the preparation of Annual Accounts, the applica- ble accounting standard had been followed along with proper explanation relating to material depar- ture.

-the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2011 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 assets of the Company and preventing and detecting fraud and other irregulari- ties.

-the Directors had prepared the Annual Accounts for the financial year ended 31st March, 2011, on a going concern basis.

CORPORATE GOVERNANCE

As required by the listing Agreement with the Stock Ex- changes, reports on Corporate Governance and Man- agement Discussion & Analysis, as approved by the Board together with a certificate from a practicing Com- pany Secretary are set out in the annexure forming a part of this report.

LISTING

Your Company's shares are listed at The Calcutta Stock Exchange Association Limited; Bombay Stock Exchange Limited; Ahmedabad Stock Exchange Limited and Vado- dara Stock Exchange Limited.

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

Kolkata Dated : June 24, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report and the Audited Accounts for the year ended March 31, 2010

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

PARTICULARS For The Year Ended [Rs. In Lacs]

31.03.2010 31.03.2009

Income From Operations 15.50 13.18

Profit/(Loss) Before Depreciation, Amortisation & Taxation (21.69) (49.45)

Provision For Depreciation 2.08 2.12

Add/Less : Prior Period Adjustments (Net) (2.65) (0.06)

Profit/(Loss) Before Tax (26.42) (51.63)

Provision for Fringe Benefit Tax - (0.02)

Add : Deferred Tax Liability Written Back 0.42 0.26

Profit/(Loss) After Tax (26.00) (51.39)

Paid-up Share Capital 905.88 905.88

OPERATIONS AND FUTURE OUTLOOK

Investment Banking & Retail Mobilisation

Retail Mobilisation has been our focus. VCK Share & Stock Broking Services Limited our Group Company has expanded its reach to 108 locations and we are trying to see that those locations are trained to contribute to Mu- tual Fund Business also. Our market is very competitive and it requires innovative ways to ensure margin and profitability which we are trying hard, and we are also motivating the workforce to think in the same direction and raise profitability. In terms of operational activities we are taking all initiatives for greater business mobiliza- tion and revenue generation.

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 Ac- ceptance of Public Deposits (Reserve Bank) Directions, 1998 as on 31st March, 2010 is furnished below : PARTICULARS 2009-10 2008-09

No. of Unclaimed Dividend 9 9

Amount of Unclaimed Dividend Rs. 30,000/- Rs.30,000/-

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and the Companys Articles of Association Mr. He- mal Kampani and Mr. Paresh Rajda, Directors of the Com- pany retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer them- selves for re-appointment.

The above appointments/reappointments 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 Gov- ernance forming part of this annual report.

AUDITORS

M/s. R. K. Venkatesan & Co., Chartered Accountants 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 re- appointment for the Financial Year 2010-2011.

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 Companys share are tradable compulsorily in electronic form and the com- pany has established connectivity with both the deposi- tories 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 demate- rialization of the companys shares on either of the afore- said Depositories.

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Since the Company does not carry any manufacturing activities, the provisions of section 217(l)(e) of the Com- panies Act, 1956 read with Companies (Disclosure of Par- ticulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology, ab- sorption and foreign exchange earning and outgo are not applicable to your Company. There are no foreign ex- change earnings and outgo during the year under report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) introduced by the Compa- nies (Amendment) Act, 2000, your Directors state that :

- In the preparation of Annual Accounts, the applica- ble accounting standard had been followed along with proper explanation relating to material depar- ture.

- The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2010 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 assets of the Company and preventing and detecting fraud and other irregulari- ties.

- The Directors had prepared the Annual Accounts for the financial year ended 31st March, 2010, on a go- ing concern basis.

CORPORATE GOVERNANCE

As required by the listing Agreement with the Stock Ex- changes, reports on Corporate Governance and Man- agement Discussion & Analysis, as approved by the Board together with a certificate from a practicing Com- pany Secretary are set out in the annexure forming a part of this report.

LISTING

Your Companys shares are listed at The Calcutta Stock Exchange Association Limited Limited; Bombay Stock Exchange Limited; Ahmedabad Stock Exchange Limited and Vadodara Stock Exchange Limited.

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 lev- els.

On Behalf of the Board of Directors

Madhukar V. Kampani

Chairman

Kolkata

Dated : July 22, 2010

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