VCCL Ltd Directors Report

To,

The Members

Your Directors have pleasure in presenting the Thirty First Annual Report together with Audited Financial Statement for the Financial Year ended 31^st March, 2017. This Board Report pertains to Financial Year that commenced from April 01, 2016; the contents herein are governed by the relevant provisions/ sections/ rules of Companies Act, 2013 and Regulations of SEBI (LODR) Regulations, 2015 effective from 1^st December, 2015.

Financial Results

During the year under review, your Companys operations remained suspended & Company has incurred net loss of Rs. 16.60 Lakhs as compared to Rs. 6.44 Lakhs in previous year.

Dividend

Due to suspension of operations, your Directors regret their inability to recommend any dividend for the year.

Management Discussion and Analysis Report

The Company is considering various projects and business possibilities.

Corporate Governance

Our Company is exempt for the compliances of Corporate Governance since it is not Applicable on the Company as per Regulation 15 of SEBI (LODR) Regulations, 2015.

Audit Committee

The Board of Directors has an Audit Committee with a composition as specified in the Section 177 of the Companies Act, 2013 and Regulations 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Board has accepted recommendations of the Committee on all matters.

Directorate

Mr. Ravindra Kumar Chadha (DIN: 01032405), Director of the Company whose office is liable to retire by rotation and being eligible, offers himself for re-appointment as a Director of the Company.

During the year under review, there is no change in the Board of Directors

All the Independent Directors have submitted their declaration of independence, as required 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 SEBI (LODR) Regulations, 2015.

Whole Time Key Managerial Personnel (KMP)

In pursuance of the compliance of Section 203 of the Companies Act, 2013, the following persons have been designated as Whole Time Key Managerial Personnel of the Company:-

1. Mr. Krishna Narain Pandey - Chief Executive Officer

2. Mr. Ketan Gupta - Company Secretary

3. Mr. Gopal Swaroop Saxena - Chief Financial Officer

During the year under review, there is no change in the Whole Time Key Managerial Personnel of the Company. Particulars of Loan, guarantees or investments

No loan, guarantee or investment was made during the year by the Company under Section 186 of the Companies Act, 2013.

Risk Management Policy

The Company evaluates its internal financial controls and risk management systems via Audit Committee of the Board which meets quarterly and submits its report to the Board.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, 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 we 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 we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that we have prepared the annual accounts on a going concern basis;

e) that we have laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the required extract of Annual Return in prescribed form MGT-9 is attached as Annexure A with this Board Report.

Nomination & Remuneration Policy

The Company has, on the recommendations and approval of Nomination & Remuneration Committee, formulated a Nomination & Remuneration Policy which governs Directors appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for the Directors, KMPs and other employees which was passed by the Board in its meeting held on 14.11.2014.The Nomination and Remuneration Policy is attached as Annexure B with this Board Report.

Related Party Disclosure

Particulars of contracts or arrangements with Related Party referred in Section 188 (1) of the Companies Act, 2013 in prescribed form AOC-2 is attached as Annexure C with this Board Report. As required under SEBI (LODR) Regulations, 2015, the Company has formulated a policy for dealing with Related Party Transactions. The Policy is available on the website of the Company under the web link: http://www.vcclindia.com/Pdf/VCCL%20-%20RPT%20Policy-Final.pdf.

Material changes and commitments

No material Changes or commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relates and the date of the report.

Annual Evaluation

The Board of Directors has carried out the Annual Performance Evaluation of its own, its Committees and individual Directors based on the Performance Evaluation Report submitted by the Nomination & Remuneration Committee as per Performance Evaluation Policy of the Company.

Corporate Social Responsibility

The provision related to Corporate Social Responsibility under the Companies Act, 2013 is not applicable to the Company in view of losses and negative net worth and turnover being below prescribed limit.

Whistle Blower Policy

The Company has a Whistle Blower Policy including vigil mechanism to report genuine concerns of grievances, providing direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Whistle Blower Policy has been posted on the website of the Company www.vcclindia.com with a web link: http:// www.vcclindia.com/Pdf/Whistle%20Blower%20Policy.pdf.

Number of Board Meetings

The details of the number of meetings of the Board held during the Financial Year 2016-17 is as under:-

				No. of Directorship(s) and Committee Membership(s) / Chairmanship(s) of other public limited companies
Name of Director	Designation	No. of Board Meetings attended during the year /No. of Board Meeting held during their tenure	Attendance at last AGM	Other Director ship^)	Committee Member ship^)	Committee Chairman ship^)
Mr. Ravindra Kumar Chadha	Non-Executive Director	4/4	Yes	3	-	-
Mr. Gopi Krishna Malviya	Non-Executive, Independent Director	4/4	Yes	-	-	-
Mr. Hari Mohan Kapoor	Non-Executive, Independent Director	4/4	Yes	-	-	-
Ms. Astha Chaturvedi	Non-Executive, Independent Director	2/4	Yes	-	-	-

Deposits

Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013 Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no material weakness was observed by the internal auditor of the Company.

Subsidiary/ Associate Companies

As there is no Subsidiary of the Company, neither any policy for determining "material" subsidiaries is formulated by the Company nor the Company is required to prepare consolidated financial statement.

There are no companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.

Personnel

Since, the Company has only 3 Whole-time KMPs as its employees as on 31.03.2017, to look into compliance and financial matters, appointed at a remuneration as per remuneration policy of the Company and while no remuneration is paid to directors, there is no relevant information to be disclosed in the Board Report as per Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee was in receipt of remuneration of Rs. 60.00 Lakhs or more per annum throughout the year or Rs. 5.00 Lakhs per month for the part of the year.

Statutory Auditor

M/s Onkar Tandon & Co. (FRN 000953C) Statutory Auditor of the Company are not eligible for re-appointment. Therefore, M/s Rahul Satya & Co., Chartered Accountant (FRN 014380C) of Kanpur were appointed as Statutory Auditor of the Company for a period of Five years by the Board subject to ratification by the members in Annual General Meeting of the Company. The Board proposes to members of the Company to approve appointment of M/s Rahul Satya & Co., Chartered Accountant (FRN 014380C) of Kanpur for the financial year 2017 - 18, pursuant to the provisions of Section 139 & 142 of the Companies Act, 2013, at the ensuing Annual General Meeting of the Company.

In respect of observations made by the Statutory 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.

Secretarial Auditor

M/s. Adesh Tandon & Asso., Practicing Company Secretary (Membership No. F2253, CP No. 1121) of Kanpur, has submitted their Secretarial Audit Report, for the Financial Year 2016-17, pursuant to the Section 204 of the Companies Act, 2013 which is being attached herewith as Annexure - D. No adverse observations are made by the Secretarial Auditors in their Report,

Board has appointed Mr. Awashesh Dixit, Practicing Company Secretary (Membership No. A39950, CP No. 15398) of Kanpur as Secretarial Auditors of the Company for the Financial Year 2017-18 as recommended by the Audit Committee of the Company.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013, Board has appointed M/s Saxena Pooja & Associates, Chartered Accountants (FRN 013814C) of Kanpur as an Internal Auditor of the Company for the financial year 2017-18 as recommended by the Audit Committee of the Company.

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

Since the Companys 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/or use any foreign exchange.

Stock Exchange Listing

The Equity Shares of the Company are listed on the BSE Limited (BSE), Mumbai (522015)

The Company confirms that it has paid the annual listing fee to BSE.

Depository System

SEBI vide its Circular No. SMDRP/Policy/CIR-01/2000 dated 6^th January, 2000 notified that trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 17^th January, 2000. Requests received for dematerialization of shares are processed and confirmation is given to the respective depositories i.e. Central Depository Services (India) Limited (CDSL) within the stipulated time. As on 31^st March, 2017, 35.98% equity shares of the Company have been dematerialized.

General

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company, as there is no woman employee in the Company.

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 all stakeholders and the general public for their support and confidence reposed in the Management.

For and on behalf of Board of Directors VCCL Limited

	Ravindra Kumar Chadha	Hari Mohan Kapoor
Place : Kanpur	Director	Director
Dated : 15th May, 2017	(DIN: 01032405)	(DIN: 02605905)