vccl ltd share price Management discussions

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company is considering various projects and business possibilities.

Corporate Governance

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is enclosed. A certificate from the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is attached to Annual Report. The Directors of the Company have given necessary Certificate to the Board in terms of Clause 49 (V) of the Listing Agreement with Stock Exchange(s) for the financial year ended 31^st March. 2014.

Directorate

Mr. Ravindra Kumar Chadha whose office is liable to retire by rotation and, being eligible, offer himself for re -appointment as Director of the Company The Company has received requisite notices in writing from members proposing Mr. Gopi Krishna Malviya & Mr. Hari Mohan Kapoor for appointment as Independent Directors. All the Independent Directors have submitted the declaration of independence, as require d under section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 pertaining to Directors’ Responsibility Statement, the Directors confirm:

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

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that they have prepared the annual accounts on a going concern basis.

Auditors and their Report

M/s Onkar Tandon & Co., Chartered Accountants, (FRN 000953C) Auditors of t he Company, are retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re -appointment. In respect of the observation made by the Auditors in their report, your Directors wish to state that the respective Notes to the Accounts are self explanatory and do not call for any further comments.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, Board has appointed M/s Rahul Satya & Co., Chartered Accountants, (Firm Registration No. FRN 014380C) of Kanpur, as an Internal Auditor of the Company for FY 2014-15 as recommended by the Audit Committee of the Company.

Secretarial Auditor

M/s. Adesh Tandon & Co., Practicing Company Secretary (FCS. 2253, CP No. 1121) of Kanpur has been appointed as Secretarial Auditors of the Company as recommended by the Audit Committee of the Company, to give Secretarial Audit Report for the financial year 2014-15 pursuant to the Section 204 of the Companies Act, 2013.

Cost Audit

In view of the suspension of manufacturing operations during the year, no records under s ection 209 (1) (d) of the Companies Act, 1956 were required to be maintained. The Company has taken approval regarding exemption from the Cost Audit u/s 233B of the Companies Act, 1956, from Ministry of Corporate Affair, Cost Audit Branch.

Loans and Advances

The Company does not have any subsidiary and no loans and advances have been made by the Company to its associates, as required to be disclosed under Clause 32 of the Listing Agreement with Stock Exchanges.

Personnel

There is no employee whose particulars are required to be furnished in terms of Section 217(2A) of the Companies Act, 1956 and rules made there under.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Since the Company’s manufacturing operations continue to remain suspended during the year under review, there was no conservation of energy and technology absorption. Your Company also did not earn and use any foreign exchange.

Stock Exchange Listing

The Equity Shares of your Company are listed at the following Stock Exchanges (with respective Stock Code): • BSE Limited, Mumbai (522015) • U.P. Stock Exchange Limited, Kanpur (VESP) However, as per SEBI circular dated May 30^th 2012 (Exit Circular) read with circular dated May 22^nd 2014 related to Companies exclusively listed on De-recognized/ Non-operational Stock Exchanges, U.P. Stock Exchange Limited, Kanpur might get de-recognized on account of non fulfillment of the prescribed conditions. The Company confirms that it has paid the Annual Listing Fee to BSE Limited, Mumbai and U.P. Stock Exchange Limited, Kanpur.

Acknowledgement

Your Directors appreciate the valuable co-operation extended by the Central and State Government Authorities for their continued assistance, guidance and support. Your Directors are also grateful to the Shareholders and general public for their support and confidence reposed in the management.

	For and on behalf of the Board of Directors
		For VCCL LIMITED
Place: Kanpur	Ravindra Kumar Chadha	Gopi Krishna	Malviya
Dated: 29th May, 2014	Director	Director
	(DIN 01032405)	(DIN 02605801)