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Directors Report of Vintage Cards & Creations Ltd.

Mar 31, 2010

The Directors present the fourteenth Annual Report and audited statements of accounts of the Company for the year ended March 31, 2010.

1) FINANCIAL RESULTS:

(Rs, in Lacs)

PARTICULARS Year ended March 31,2010 Year ended March 31,2009

Sales and other income 93.95 201.49

Gross Profit /(Loss) before Depreciation (137.96) (272.24)

Depreciation 22.61 23.44

Profit/(Loss) before Non operative items and Tax (160.58) (295.68)

Less: Provision for Taxation 0 1.40

Prior Period Items (1.14) 3.30

Profit/(Loss) after Non operative items and Tax (159.44) (300.39)

Since the company is incurring loss the Board does not recommend any dividend. Also no any amount is to be transferred to general reserve.

In view of the liquidity crunch company could not carryon operations to the optimum level which has resulted in company running in losses. Directors are considering various options for revival of the business.

3) DIRECTORS:

According to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kenny Motwani , Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment as director of the Company. The Board recommends his reappointment.

The Board of Directors had appointed Mr. Satish Kumar Nandigama and Mr. Anilkumar Sunkara as additional Directors of the Company at their meeting held on 8lh January 2010 According to provision of section 260 of the Companys Act 1956. The additional directors hold the position upto the conclusion of the Annual General Meeting & being eligible offer themselves for appointment as Director of the Company. The Company has received request proposing candidatures of Mr. Satish Kumar Nandigama and Mr. Anilkumar Sunkara alongwith requisite deposit. Your Directors recommends their appointment as directors of the Company, liable to retire by rotation.

The Company has duly complied with the provisions of Clause 49 of the Listing Agreement relating to constitution of the Directors.

The company had made application under section 198 of the Companies Act, 1956 to the Central Government seeking approval for payment of remuneration to Mr. Nitin Naik, Wholetime Director. The company has received approval on 20* August 2010.

Relationship with Mr. Rajesh Vaishnav :

The Members of the Company in their meeting held on 27th September, 2007 approved the appointment of Mr. Rajesh Vaishnav as the Managing

Director of the Company for a period of five years w.e.f. 24th June 2007. Subsequently, the Company entered into a written agreement with Mr. Vaishnav containing the terms and conditions of his appointment and also the obligations of each of the party to the said Agreement.

Mr. Vaishnav is not attending office since July 1,2008 and made several attempts of tendering resignation without acting on such resignation letters or complying with the obligations undertaken, as per the above referred agreement.

The Company, on the basis of legal advice received, has been in communication with Mr. Vaishnav requesting him to fulfill his obligations as per the terms and conditions of the said agreement, hand over the charge of various affairs, records, assets of the Company and offer explanations in respect of various transactions with third parties, so as to accept his offer of termination of the said agreement and his appointment. But, till date, Mr. Vaishnav has not fulfilled all the obligations to the satisfaction of the Board of Directors of the Company.

The Company is facing numerous difficulties due to non-availability of information, records and explanations. The Company has received further advice not to accept the offer of Mr. Vaishnav to terminate the agreement/appointment unless all obligations undertaken by Mr. Vaishnav are fulfilled to the satisfaction of the Board of Directors of the Company. The Company has reported these developments to the Stock Exchanges and also to the Registrar of Companies, Maharashtra, Pune, as a response to the communication received from his office. Considering the civil nature of the agreement, obligations and issues related thereto, the Company, on the basis of above referred advice, has not accepted the termination proposal of Mr. Vaishnav.

It is expected that Mr. Vaishnav in view of his obligations and legal consequences will render the necessary assistance to the Company to complete the formalities. Meanwhile, the Board of Directors in order to comply with the provisions of Section 269 of the Companies Act has appointment Mr. Nitin Naik as the Whole time Director of the Company.

4) CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Statutory Auditors confirming the Compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

5) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;

(iii) that the directors had 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;

(iv) that the Directors had prepared the Annual Accounts for the financial year ended 31st March 2010 on a going concern basis.

6) AUDITORS:

M/s. Himanshu Patel & Associates, Chartered Accountants, Pune, statutory auditors of the Company, retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Company has obtained a Certificate to the effect that their appointment, if made would be in conformity with the limits specified under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

7) SUBSIDIARY COMPANY:

The Company has made investments in Partyline Products Pvt Ltd; making it a 100% Subsidiary Company with a view that the future prospects of disposal paper partyware in India is optimistic. It would be beneficial to the Company. The audited accounts for the year ended March 31,2010 and other particulars pursuant to Section 212(1) of the Companies Act, 1956 relating to M/s. Partyline Products Pvt. Ltd. appended to this Report.

8) FIXED DEPOSITS:

Pursuant to Section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules, 1975, the Company has not accepted any deposit from the public.

9) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption is not applicable to your Company.

11) INTERNAL CONTROL SYSTEMS AND AUDIT:

The internal audit function is earned out by practicing professionals having domain expertise in internal audit. The scope and extent of internal audit encompasses audit and review of transactions.

The Internal Auditor furnishes a report to the Company and in turn an executive summary of observations and Companys comments are made available to the Audit Committee.

12) AUDITORS OBSERVATION:

Management is taking steps obtaining confirmations from debtors, creditors and other parties, and trying put in place full proof systems for inventories. In respect of Central Government approval for payment of managerial remuneration, approval has been received on 20th August 2010.

13) LISTING:

The shares of your Company are listed on The Stock Exchange, Mumbai and National Stock Exchange of India Limited and the Annual Listing fees for the financial year 2010-2011 have been paid.

14) PARTICULARS OF EMPLOYEES:

As required under the provisions of Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of employees) Rules, 1975 during the year under report, no employee of the Company, throughout the year or part of the year was in receipt of remuneration of Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month or in excess thereof respectively.

The Directors wish to place on record their appreciation for the positive co-operation received from its consumers, suppliers, bankers, Government of India.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Nitin Naik

Wholetime Director

Date: 15 Nov. 2010 Place: Pune



 
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