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