Directors Report of VCCL Ltd.

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the Twenty-Ninth Annual Report together with audited financial statement for the financial year ended 31st March, 2015. This Board Report pertains to Financial Year that commenced from April 01,2014. The contents herein are governed by the relevant provisions/ sections/ rules of Companies Act, 2013 and clauses of new amended Listing Agreement effective from 1st October, 2014.

Financial Results

During the year under review, your Company's operations remained suspended & Company has incurred net losses of Rs. 57.10 Lacs as compared to Rs. 35.34 Lacs in previous year. In view of loss, no amount is proposed to be carried to or transferred to any type of reserves.

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

As required under Clause 49(X) of the Listing Agreement, a detailed Report on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49(XI) of the Listing Agreement is attached to Annual Report. The Directors of the Company have given necessary Certificate in terms of Clause 49 (IX) of the Listing Agreement for the financial year ended 31st March. 2015.

Audit Committee

The Board of Directors had already formed an Audit Committee with a composition as specified in the Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of Audit Committee are specified in Corporate Governance Report. The Board has accepted recommendations of the Committee on various 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.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sudeepti Srivastava (DIN: 06979356) was appointed as Additional Director (Independent) in the Board meeting held on 27.09.2014 who will hold the office until the conclusion of the ensuing Annual General Meeting. The Company has received requisite notice in writing from member proposing Mrs. Sudeepti Srivastava for appointment as an Independent Director. During the year under review, no director has resigned from 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 Clause 49 of the Listing Agreement.

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. Rajiv Kumar Agrawal - Company Secretary

3. Mr. Gopal Swaroop Saxena - Chief Financial Officer

During the year under review, except Mr. CP Shukla who was appointed as CFO on 27.09.2014 and has resigned w.e.f. 30.10.2014, no other KMP has resigned from the Company.

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 Director's appointment including criteria for determining their qualifications, positive attributes, their independence and remuneration for Directors, KMPs and other employees which is passed by the Board in its meeting held on 14.11.2014. The Nomination and Remuneration Policy is attached to Boards' Report as Annexure "B"

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. 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 Clause 49, 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.

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.

Annual Evaluation

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

Number of Board Meetings: The details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

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.

Details of Committees: The detail of Committees of the Board forms part of Corporate Governance Report.

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 weblink: http://www.vcclindia.com/Pdf/Whistle%20Blower%20Policy.pdf.

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.

Deposits: Your Company has not accepted any deposits from public in terms of provisions of Companies Act, 2013.

Personnel

Since, the Company has only 3 Whole-time KMPs as its employees as on 31.03.2015, to look into compliance and financial matters, appointed during the financial year 2014-15 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 Lacs or more per annum throughout the year or Rs. 5.00 Lacs per month for the part of the year.

Statutory Auditor

M/s Onkar Tandon & Co., Chartered Accountants (FRN 000953C) of Kanpur are appointed as Statutory Auditor of the Company for a period of three years in previous Annual General Meeting held on 27.09.2014. The Board proposes to members of the Company to ratify their appointment for the financial year 2015 - 16, pursuant to the provisions of Section 139 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 & Co., Practicing Company Secretary (FCS. 2253, CP No. 1121) of Kanpur, appointed as Secretarial Auditors of the Company submitted their Secretarial Audit Report, for the Financial Year 2014-15, 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,

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, Board has appointed M/s Rahul Satya & Co., Chartered Accountants (FRN 014380C) of Kanpur as an Internal Auditor of the Company for the financial year 2015-16 as recommended by the Audit Committee of the Company.

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/or use any foreign exchange.

Stock Exchange Listing

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

The Equity Shares of the Company were also listed on the U.P. Stock Exchange Limited, Kanpur. However, as per SEBI circular dated May 30th 2012 read with circular dated May 22nd 2014 related to Companies exclusively listed on De-recognized/ Non-operational Stock Exchanges, U.P. Stock Exchange Limited, Kanpur got de-recognized on account of non fulfillment of the prescribed conditions. 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 6th January, 2000 notified that trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 17th 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 31st March, 2015, 35.81% 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 stake-holders and the general public for their support and confidence reposed in the Management.

For and on behalf of Board of Directors VCCL Limited

Place : Kanpur Ravindra Kumar Chadha Gopi Krishna Malviya Dated : 22.05.2015 Director Director (DIN: 01032405) (DIN: 02605801)

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Mar 31, 2014

The Members

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2014. Since this report pertains to Financial Year that commenced prior to April 01, 2014, the contents herein are governed by the relevant provisions/ sections/ rules of Companies Act, 1956 in compliance with General Circular No. 8/2014 dated 04/04/2014 issued by MCA.

Financial Results

During the year under review, your Company''s operation remained suspended & Company has incurred net losses of Rs. 35.34 Lacs as compared to Rs. 37.45 Lacs in previous year.

Dividend

Due to suspension of operation of the Company, 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

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 31st 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 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 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 the 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 section 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 30th 2012 (Exit Circular) read with circular dated May 22nd 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 (DIN0 1032405 ) (DIN 02605801)

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2013.

Operations & Working Results

During the year under review, your Company''s operation remained suspended & Company has incurred net losses of Rs. 37.45 lacs as compared to Rs. 21.68 lacs in previous year.

Dividend

Due to suspension of operation of the Company 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

Your Company has been practicing the principles of good corporate governance. The Board of Directors supports the principles of corporate governance. In addition to the basic governance issues, the Board lays emphasis on transparency, accountability and integrity.

Formal detailed report on Corporate Governance and also Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with Stock Exchanges, are enclosed.

Directorate

Mr. Gopi Krishna Malviya & Mr. Hari Mohan Kapoor retire by rotation and, being eligible, offer themself for re- appointment. Board of Directors recommend their reappointment as Director of the Company.

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 OnkarTandon & Co., Auditors of the 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.

Cost Audit

In view of the suspension of manufacturing operations during the year, no records under section 209 (1)(d) of the Companies Act, 1956 were required to be maintained. We have secured the 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 thereunder.

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 Listings

The Equity Shares of your Company are listed at the following Stock Exchanges:

- BSE Limited, Mumbai.

- UP. Stock Exchange Limited, Kanpur.

The Company confirms that it has paid the Annual Listing Fee to BSE Limited, Mumbai and UP. 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 Ram Kumar Srivastava

Dated: 28th May, 2013 Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2012.

Operations

During the year under review, your Company's operation remained suspended.

Dividend

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

Management Discussion and Analysis Report

The Company is exploring various possibilities regarding the matter of resources/assets including but not limited to lease/sale of the assets of the Company as has been already approved by the shareholders earlier.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. The Board of Directors supports the principles of corporate governance. In addition to the basic governance issues, the Board lays emphasis on transparency, accountability and integrity.

Formal detailed report on Corporate Governance and also Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with Stock Exchanges, are enclosed.

Directorate

Mr. Ram Kumar Srivastava & Mr. Ravindra Kumar Chadha retire by rotation and, being eligible, offer them-self for re-appointment. Board of Directors recommend their reappointment as Director of the Company.

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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the L/c 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., Auditors of the 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.

Cost Audit

In view of the suspension of manufacturing operations during the year, no records under section 209 (1)(d) of the Companies Act, 1956 were required to be maintained. We have secured the 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 thereunder.

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 Listings

The Equity Shares of your Company are listed at the following Stock Exchanges:

- BSE Limited, Mumbai.

- U.P. Stock Exchange Limited, Kanpur.

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

Ram Kumar Srivastava Director

Ravindra Kumar Chadha Director

Place : Kanpur Dated : 26th May, 2012

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Mar 31, 2011

The Members

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with Audited Statement of Accounts for the financial year ended 31st March, 2011.

Operations

During the year under review, your Company's operation remained suspended.

Dividend

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

Management Discussion and Analysis Report

The Company is exploring various possibilities regarding the matter of resources/assets including but not limited to lease/sale of the assets of the Company as has been already approved by the shareholders earlier.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. The Board of Directors supports the principles of corporate governance. In addition to the basic governance issues, the Board lays emphasis on transparency, accountability and integrity.

Formal detailed report on Corporate Governance and also Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with Stock Exchanges, are enclosed.

Directorate

Mr. Gopi Krishan Malviya & Mr. Hari Mohan Kapoor retire by rotation and, being eligible, offer themselves for re-appointment. Directors recommend their reappointment as Director of the company.

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., Auditors of the 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.

Cost Audit

In view of the suspension of manufacturing operations during the year, no records under section 209 (1)(d) of the Companies Act, 1956 were required to be maintained. We have secured the 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 thereunder.

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 Listings

The Equity Shares of your Company are listed at the following Stock Exchanges :

- Bombay Stock Exchange Limited, Mumbai.

- U.P. Stock Exchange Limited, Kanpur.

The Company confirms that it has paid the Annual Listing Fee to Bombay Stock Exchange Limited, Mumbai and U.P. Stock Exchange Limited, Kanpur for the financial year 2011-12.

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

R K Chadha R K Srivastava Director Director

Place : Kanpur Dated : 18th May, 2011

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Mar 31, 2010

The Directors present their Twenty Fourth Annual Report together with Audited Statement of Accounts for the financial year ended 31 st March, 2010.

Operations

During the year under review, your Companys operation remained suspended.

Management Discussion and Analysis Report

The Company is exploring various possibilities regarding the matter of resources/assets including but not limited to lease/sale of the assets of the Company as has already been approved by the shareholders earlier.

Corporate Governance

Your Company has been practicing the principles of good corporate governance. The Board of Directors supports the principles of corporate governance. In addition to the basic governance issues, the Board lays emphasis on transparency, accountability and integrity.

Formal detailed report on Corporate Governance and also Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with Stock Exchanges, are enclosed.

Directorate

Mr. R K Chadha retires by rotation and, being eligible, offers himself for re-appointment.

Directors Responsibility Statement

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

i) that in the preparation of the annual accounts, the applicable Accounting Standards had been followed and that no material departures have been made from the same;

ii) 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 loss of the Company for the year under review;

iii) 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

iv) That they have prepared the Annual Accounts on a going concern basis.

Auditors and their Report

M/s Onkar Tandon & Co., Auditors of the 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.

Cost Audit

In view of the suspension of manufacturing operations during the year, no records under section 209 (1 )(d) of the Companies Act, 1956 were required to be maintained. We have secured the approval regarding exemption from the Cost Audit u/s 233B of the Companies Act, 1956, from Ministry of Corporate Affairs, 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 thereunder.

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 use any foreign exchange.

Stock Exchange Listings

The Equity Shares of your Company are listed at the following Stock Exchanges :

- Bombay Stock Exchange Limited, Mumbai

- The U P Stock Exchange Association Limited, Kanpur

The Company confirms that it has paid the Annual Listing Fee to Bombay Stock Exchange Limited and the U P Stock Exchange Association Limited, Kanpur for the financial year 2010-11.

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 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

Place : Kanpur R. K. SRIVASTAVA

Dated : 28th May, 2010 Director