Vintage Securities Ltd Directors Report.

Dear Members,

We are pleased to present the 23rd Annual Report on the business and operations of your company for the year ended 31st March, 2017.

OPERATIONAL REVIEW

(Rs. Lacs)

Year ended March 31 2016-17 2015-16
Profit before Interest, Depreciation and impairment of Assets 55626.65 136670.62
Interest - -
Profit before Depreciation and Impairment of Assets 55626.65 136670.62
Depreciation and Impairment of Assets 8490.00 52580.00
Extraordinary Items - -
Net Profit before Tax 47136.65 84090.62
Provision of Taxation 2499.4 16023.65
IT adjustment for earlier years - 6980.00
MAT Credit relating to earlier years - (167897.00)
Profit after Tax 29137.25 228983.97
Profit brought forward 29137.25 2958907.65

TRANSFER OF RESERVES

The Company has transferred 0.29 Lakhs to the reserve and surplus during the financial year.

DIVIDEND

Due to inadequacy of distributable profits during the fiscal under review, the Board of Directors regrets their inability to recommend a dividend payout.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance for the financial year ended March 31, 2017 forms part of this Annual Report.

As required by the SEBI (LODR) Regulations, 2015, the Auditors Certificate on Corporate Governance is enclosed as Annexure-I to the Boards Report. The Auditors certificate for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.

BOARD MEETING

The Board met four times during the year. The details are given in the Corporate Governance report that forms a part of the annual report.

DIRECTOR APPOINTMENT/RE-APPOINTMENT

Mrs. Sumana Raychaudhuri was appointed as a women independent director of the company w.e.f 30.05.2016.

RETIREMENT/RESIGNATION/CESSATION

Mrs. Suhita Mukhopadhyay resigned from directorship of the company w.e.f 19.04.2016.

KEY MANAGERIAL PERSONNEL

No Key Managerial Personnel appointed/ceased during the Financial Year 2016-17.

INDEPENDENT DIRECTORS DECLARATION

The company has received the necessary declaration from each independent director in accordance with the section 149 (7) of the Companies Act 2013 that he/ she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGERIAL REMUNERATION -197(12)

Details of remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-II.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. that the selected accounting policies were applied consistently and the directors 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 as at March 31, 2017 and of the profit or loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken 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;

iv. that the annual accounts have been prepared on a going concern basis.

v. The company has in place an established internal financial control system and the said systems are adequate and operating effectively. Steps are also being taken to further improve the same.

vi. The company has in place a system to ensure compliance with the provisions of all applicable laws and the system is adequate. Steps are also being taken to further improve the legal compliance monitoring.

COMMITTEES

The constitution of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Terms of Reference and the dates on which meetings of the Committees were held are mentioned in the Corporate Governance Report forming part of this Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The details of Whistle Blower Policy/Vigil Mechanism existing in the Company are mentioned in the Corporate Governance Report for FY 2016-17 forming part of this Annual Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Company has a stringent policy for prevention of sexual harassment of women at workplace and management takes a zero tolerance approach towards those indulging in any form of sexual misconduct. No instance of sexual harassment was reported during FY 2016-17.

AUDITORS REPORT

The Statutory Auditors Report on Standalone Financial statement and the Secretarial Audit Report for the financial year 2016-17 does not contain any qualification which warrants comments from the Board of Directors.

STATUTORYAUDITORS

The existing Auditors, M/s Khetawat & Co, Kolkata, Chartered Accountants, who was appointed as a auditors of the Company for the period of five years in the 21st AGM, subject to ratification at every Annual General Meeting. Members are requested to ratify appointment of the said Auditors till the conclusion of next Annual General Meeting and to authorize the Board of Directors to fix their remuneration as mutually agreed upon between the Board and the Auditors.

SECRETARIAL AUDIT

A Secretarial Audit was carried out by the Secretarial Auditor Mrs. Priti Lakhotia, Partner M/S AL & Associates, Practicing Company Secretary, Kolkata, pursuant to provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure-III and forms part of the Directors Report.

EXTRACT OF ANNUAL RETURN (MGT-9)

Pursuant of section 92 (3), 134(3) (a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Extract of annual Return in Form MGT-9 is given in Annexure-IV.

LEGAL ORDERS

There are no Significant/material orders of Courts/ tribunal/regulation affecting the Companys going concern status.

LOANS, GUARANTEES OR INVESTMENTS (186)

No Loans, Guarantees and investments as required under section 186 of the Companies Act, 2013 are made during the financial year 2016-17.

PUBLIC DEPOSITS

The Company did not invite or accept any deposit from the public under Section 73 of the Companies Act, 2013.

PARTICULARS AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

As the Company is engaged in financial services activities and there is no earning and outgo of foreign exchange, the disclosure required u/s 134(3)(m) of the Companies Act, 2013 and Rules 8 (3) of The Companies (Accounts) Rules, 2014 is not applicable.

ACKNOWLEDGEMENT

The Board express its deep gratitude and thanks to the regulatory authorities, clients, bankers, business associates and shareholders for their valuable contribution towards the progress of the Company.

By order of the Board
For Vintage Securities Limited
Sd/-
Place : Kolkata Vijay Kumar Mohatta
Date : 30th May, 2017 Chairman & Managing Director